Common use of Duties of Trustee Clause in Contracts

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements 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, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1) this Section 7.1(c) does not limit the effect of Section 7.1(b); (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officer’s Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officer’s Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officer’s Certificates and opinions Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries in accordance with Section 6.12. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the conduct performance of any of its duties, or affecting in the liability exercise of any of its rights or affording protection powers, if adequate indemnity against such risk is not assured to the Trustee in its satisfaction. (h) The Paying Agent, the Registrar and any authenticating agent shall be subject entitled to the provisions protections and immunities as are set forth in paragraphs (e), (f) and (g) of this Section 7.1and in Section 7.2, each with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture, and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which are specifically provided for by any provisions hereof provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be furnished delivered to the Trustee, the Trustee shall examine such certificates and opinions by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraphs (b) or (e) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c), (e) and (cf) of this Section 7.1Section. (e) No provision of this Indenture 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 at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers' Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers' Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers' Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability protections, immunities and standard of or affording protection to the Trustee shall be subject to the provisions care as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) 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, upon certificates, opinions officers' Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates officers' Certificates or opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates officers' Certificates and opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly its own willful negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability protections, immunities and standard of or affording protection to the Trustee shall be subject to the provisions care as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions protections and immunities as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall will exercise such of the rights and powers vested in it by this Indenture Supplemental Indenture, and use the same degree of care and skill in its exercise 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to will be determined solely by the express provisions of this Supplemental Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureSupplemental Indenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall will be read into this Supplemental Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the NotesSupplemental Indenture, as the case may be. However, but in the case of any such certificates or of opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Supplemental Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall 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 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c), (e) and (cf) of this Section 7.1and Section 7.02. (e) No provision of this Supplemental Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request of any Holders, unless such Holders will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability, cost or expense that might be incurred by it in compliance with such request or direction. (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 Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; and (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take the Notes in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Notes relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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.Notes; (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1.Section; (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any cost, liability or expense; (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.; (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it; (h) No bond or surety shall be required with respect to performance of the Trustee’s duties and powers; and (i) The paying agent, the registrar and the Authentication Agent shall be entitled to the conduct or affecting the liability protections, immunities and standard of or affording protection to the Trustee shall be subject to the provisions care as are set forth in paragraphs (b), (c), (e), (f), (g) and (h) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers' Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers' Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers' Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions protections and immunities as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture 6.02, 6.04 or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture, and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which are specifically provided for by any provisions hereof provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be furnished delivered to the Trustee, the Trustee shall examine such certificates and opinions by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraphs (b) or (e) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c), (e) and (cf) of this Section 7.1Section. (e) No provision of this Indenture 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, the Security Documents or the Intercreditor Agreement at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 reasonable 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: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1Section. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerIssuers. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1and to the provisions of the TIA.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingknown to the Trustee (and is not cured), the Trustee shall exercise the its 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. (b) Except during the continuance of an Event of Default: (1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, Indenture or in the Notes, the Notes Collateral Documents or the Intercreditor Agreements TIA and no implied covenants or obligations shall be read into implied in this Indenture against which bind the Trustee; and. (2) in 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such Trustee shall examine the certificates or and opinions which by any provisions hereof provision of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform in form to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture 6.02, 6.04 or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no any provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Notes shall require Trustee, or exercising any trust or power conferred upon the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itunder this Indenture. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) ), and (c) of this Section 7.17.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered and, if requested, provide to the Trustee security or indemnity satisfactory to it against any claim, loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company or Finance Co. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default which the Trustee has, or is deemed to have, notice hereunder has occurred and is continuing, the Trustee 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 personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture, and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated thereintherein or otherwise verify the contents thereof). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itliability. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1and Section 7.02. (e) The Trustee shall not be liable Except for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust information provided by the Trustee need not be segregated from other funds except to concerning the extent required by law. (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to Trustee, the Trustee shall be subject have no responsibility for any information in any prospectus or other disclosure material distributed with respect to the provisions of this Section 7.1Notes.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except With respect to the Trustee, except during the continuance of an Event of Default: (1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture, and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be under any obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee. (i) 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 7.1and to the provisions of the TIA and the provisions of this Article VII shall apply to the Trustee in its role as Registrar, Paying Agent and Service Agent.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of 6.05 hereof or for exercising any trust power conferred upon the Trustee under this Indenture or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itNotes. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) No provision of this Indenture will 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 any related agreement at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other 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 7.17.01.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) 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 as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.12. (4d) no Every provision of this Indenture or that in any way relates to the Notes Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (gh) 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 7.1Section.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingknown to the Trustee (and is not cured), the Trustee shall exercise the its 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. (b) Except during the continuance of an Event of Default: (1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, Indenture or in the Notes, the Notes Collateral Documents or the Intercreditor Agreements TIA and no implied covenants or obligations shall be read into implied in this Indenture against which bind the Trustee; and. (2) in 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such Trustee shall examine the certificates or and opinions which by any provisions hereof provision of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform in form to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.05. (4) no provision The Trustee shall comply with any order or directive of this Indenture or the Notes shall require a Gaming Authority that the Trustee submit an application for any license, finding of suitability or other approval pursuant to expend or risk its own funds or otherwise incur financial liability any Gaming Law and will cooperate fully and completely in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds proceeding related to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itapplication. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (and has not been cured or waived in accordance with the terms of this Indenture) with respect to Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such Securities 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 person’s his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series: (1) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied others; no covenants or obligations shall be implied in or read into this Indenture against which are adverse to the Trustee; and any rights of the Trustee to take any action that is permitted, but not required, to be taken by this Indenture shall not be construed as an obligation or duty to do so; 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the NotesIndenture; provided, as the case may be. Howeverhowever, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)9.1; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and8.11 hereof. (4d) no No provision of this Indenture or the Notes 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 thereunder to take or omit to take any action under this Indenture or at the request, order or direction of the Holders 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. (de) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c), (d), (f) and (cg) of this Section 7.19.1. (ef) The Trustee shall not be liable for interest on any money assets received by it except as the Trustee may agree in writing with the Issuer. Company (f) Money including without limitation to the extent the Trustee receives funds prior to the interest payment date in order to comply with the provisions of Section 6.1). Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law. (g) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (h) 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 7.1and to the provisions of the TIA.

Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise the such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person would exercise or use under the circumstances in the conduct of such person’s its own affairs. (b) Except during the continuance of a Default or an Event of Default: (1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents Indenture or the Intercreditor Agreements TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and. (2) in 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, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of as to any such certificates or opinions which are required by any provisions hereof are specifically required provision of this Indenture to be furnished delivered or provided to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of or mathematical calculations or other facts stated therein)therein or otherwise verify the contents thereof. (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of paragraph (b) of this Section 7.1(b);7.01. (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.02, 6.04 or 6.05. (4d) no No provision of this Indenture or the Notes 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 thereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (de) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c) and (cd) of this Section 7.17.01. (ef) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuer. (f) Money Company. Assets held in trust by the Trustee need not be segregated from other funds assets 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the NotesIndenture, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.05 hereof. (4d) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the liability. The Trustee shall be under no obligation to exercise of any of its rights or powersand powers under this Indenture at the request of any Holders, if it unless such Holder shall have reasonable grounds offered to believe that repayment of such funds the Trustee security and indemnity satisfactory to it against any loss, liability or adequate indemnity against such risk or liability is not reasonably assured to itexpense. (de) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c) and (cd) of this Section 7.1Section. (ef) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its 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. (b) Except during the continuance of an Event of Default: (1) the The Trustee undertakes to need perform such duties and only such those duties as are expressly and specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants covenants, duties or obligations whatsoever shall be read into implied under this Indenture against that are adverse to the Trustee; and. (2) in 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, upon certificates, certificates or opinions or orders and such other documents delivered to it pursuant to Section 12.04 hereof furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as Indenture; provided that in the case may of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, 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 need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This subsection does not limit the effect of subsection (b) of this Section 7.1(b);7.01. (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.02, 6.04 or 6.05. (4d) no No provision of this Indenture or the Notes 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 thereunder to take or in omit to take any action under this Indenture or take any action at the exercise request or direction of any of its rights or powers, Holders if it shall have reasonable grounds to reasonably believe that repayment of such funds is not assured to it or it does not receive an indemnity that is, in its sole discretion, adequate indemnity against such risk risk, liability, loss, fee or liability is not reasonably assured to itexpense which might be incurred by it in compliance with such request or direction. (de) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses subsections (a), (b), (c) and (cd) of this Section 7.17.01. (ef) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuer. (f) Money . Assets held in trust by the Trustee need not be segregated from other funds assets of the Trustee except to the extent required by law. (g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to accountable for the provisions use of this Section 7.1any of the Securities delivered hereunder or the proceeds thereof.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (and has not been cured or waived in accordance with the terms of this Indenture) with respect to Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such Securities 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 person’s his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series: (1) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied others; no covenants or obligations shall be implied in or read into this Indenture against which are adverse to the Trustee; and any rights of the Trustee to take any action that is permitted, but not required, to be taken by this Indenture shall not be construed as an obligation or duty to do so; 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the NotesIndenture; provided, as the case may be. Howeverhowever, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)9.1; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and8.11 hereof. (4d) no No provision of this Indenture or the Notes 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 thereunder to take or omit to take any action under this Indenture or at the request, order or direction of the Holders 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. Except to the extent, if any, provided otherwise in the TIA: (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, Indenture; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished forwarded to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) does paragraph shall not be construed to limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes taken or omits omitted to take be taken in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Notes relating to Section 6.5the 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 with respect to the Notes; and (4iv) no provision of this Indenture or the Notes 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 thereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a)Whether or not therein expressly so provided, (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every 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 7.1Section.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; and (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take the Notes in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Notes relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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.Notes; (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1.Section; (e) 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; (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.; (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it; and (h) The paying agent, the registrar and the Authentication Agent shall be entitled to the conduct or affecting the liability protections, immunities and standard of or affording protection to the Trustee shall be subject to the provisions care as are set forth in paragraphs (b), (c), (e), (f) and (g) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security against loss, liability or expense satisfactory to the Trustee in its sole discretion. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.1; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties 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) 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 7.17.1 and to the provisions of the TIA. (i) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (j) 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 satisfactory to it 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 Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and a Responsible Officer of the Trustee has received written notification thereof, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to need perform only those duties that are specifically set forth in this Indenture and the Trustee shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, any certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, in each case, as determined by a final, non-appealable order of a court of competent jurisdiction, except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c) and (ce) of this Section 7.17.01. (e) The Trustee No provision of this Indenture shall not be liable for interest on any money received by it except as require the Trustee may agree in writing with the Issuerto extend or risk its own funds or otherwise incur any financial liability unless it receives indemnity satisfactory to it against any loss, liability or expense. (f) Money Amounts held in trust by the Trustee in trust hereunder need not be segregated from other 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 . The Trustee shall be subject to under no liability for interest on any amounts received by it hereunder except as otherwise agreed in writing with the provisions of this Section 7.1Company.

Duties of Trustee. (a) If an a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its their exercise as a prudent Person person would exercise or use under the circumstances same circumstances. The Trustee shall not be deemed to have actual knowledge of any Default or Event of Default unless written notice of any event which is in fact such a default is received by the conduct Trustee at the Corporate Trust Office of the Trustee, and such person’s own affairsnotice references the Notes and this Indenture. (b) Except during the continuance of a Default or an Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge: (1) the The Trustee undertakes to need perform such only those duties and only such duties as are specifically expressly set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2) in 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. Howeverbut, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform on their face to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of subsection (b) of this Section 7.1(b);7.01. (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; andthe terms of this Indenture. (4) no No provision of this Indenture or the Notes 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 rights, powers or thereunder 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 itduties. (d) Every Whether or not therein expressly so provided, subsections (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1Trustee. (e) 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 pursuant to this Indenture, unless such Holders shall have fully indemnified the Trustee to the satisfaction of the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction (including, but not limited to, the fees and disbursements of agents and attorneys). (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the 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 7.1.

Duties of Trustee. (a) If an Event one or more of the Events of Default has occurred and is continuingspecified in Section 7.01 with respect to the Securities of any series shall have happened, then, during the continuance thereof, the Trustee shall shall, with respect to such Securities, exercise such of the rights and powers vested in it by this Indenture Indenture, and shall 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 own affairs. (b) Except during the continuance of an Event of Default:, (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, Indenture; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The None of the provisions of this Indenture shall be construed as relieving the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own bad faith or willful misconduct, except that:, notwithstanding anything in this Indenture to the contrary, (1i) this Section 7.1(c) does Subsection shall not be construed to limit the effect of Section 7.1(b)Subsection (b) of this Section; (2ii) the Trustee shall not be liable to any Holder of Securities or to any other Person for any error of judgment made in good faith by a Trust Responsible Officer or Responsible Officers of the Trustee, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or omitted to be taken by it takes or omits to take in good faith faith, in accordance with a the direction received of Securityholders given as provided in Section 7.06, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it by it pursuant to Section 6.5; andthis Indenture. (4d) no provision None of the provisions of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise to incur any financial liability in the performance of any of its duties hereunder or thereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall Whether or not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every therein expressly so 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 7.110.02.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith gross negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its 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. (b) Except during the continuance of a Default or an Event of Default: (1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of herein or in the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and. (2ii) in 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, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of paragraph (b) of this Section 7.1(b);7.01. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.05. (4d) no No provision of this Indenture or the Notes 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 thereunder to take or in omit to take any action under this Indenture or take any action at the exercise request or direction of any of its rights or powers, Holders if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (de) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.17.01. (ef) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions application of this Section 7.1any money by any Paying Agent other than the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no any provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Notes shall require Trustee, or exercising any trust or power conferred upon the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itunder this Indenture. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) ), and (c) of this Section 7.1Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any claim, loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Partnership or El Paso Finance. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itArticle VI hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity, security and/or prefunding, reasonably satisfactory to the Trustee, against any loss, liability, claim, or expense. (f) Neither the Trustee nor the Paying Agent shall be liable for interest on any money received by it except as the Trustee or Paying Agent may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (1) , the duties of the Trustee undertakes to will be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. (2c) Except during the continuance of an Event of Default, 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated thereinthereon). (cd) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) : this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b); (2) 7.01; the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) ; the Trustee shall 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 6.56.05 hereof; and (4) and no provision of this Indenture or the Notes shall will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the liability. The Trustee will be under no obligation to exercise of any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security or powersindemnity satisfactory to the Trustee against any loss, if it shall have reasonable grounds to believe that repayment of such funds liability or adequate indemnity against such risk or liability is not reasonably assured to itexpense. (de) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.17.01. (ef) The Trustee shall will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision . The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder. The permissive rights or powers of the Trustee to do things enumerated in this Indenture relating to shall not be construed as a duty of the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1Trustee.

Duties of Trustee. Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d): (a) If if a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his own affairs.; (b) Except except during the continuance of a Default or an Event of Default: (1) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and (2) 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 certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).Indenture; (c) The the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(cSubsection (c) does not limit the effect of Subsection (b) of this Section 7.1(b)601; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith faith, in accordance with a direction received by it pursuant of the Holders of a majority in principal amount of Outstanding Securities relating to Section 6.5; andthe time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee under this Indenture; (4d) no provision of this Indenture or the Notes 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 thereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.; (de) Every whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses Subsections (a), (b), (c) and (cd) of this Section 7.1.601; and (ef) The the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuer. (f) Money Company. Assets held in trust by the Trustee need not be segregated from other funds assets 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants covenants, duties or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of gross negligence, willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture 6.02, 6.04 or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01 and Section 7.02(f). (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default with respect to the Notes of any series has occurred and is continuing, the Trustee 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 as a prudent Person 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 DefaultDefault with respect to the Notes of any series: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c7.01(c) does not limit the effect of Section 7.1(b7.01(b); (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial liability or otherwise, in the performance of any of its duties hereunder or thereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes of any series unless the Holders of the Notes of such series have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing of all such Events of Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the Trustee 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 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such with respect to certificates or opinions which specifically required by any provisions provision hereof are specifically required to be furnished to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or Indenture; provided, however, that the Notes, as the case may Trustee shall not be (but need not confirm or investigate responsible for the accuracy or content of mathematical calculations any resolution, certificate, statement, opinion, report, document, order or other facts stated therein)instrument furnished to it hereunder. (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconductmisconduct (in each case, as determined in a final and non-appealable decision by a court of competent jurisdiction), except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved proved, in a final and non-appealable decision by a court of competent jurisdiction, that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.05 hereof. (4d) no No provision of this Indenture or the Notes shall will require the Trustee to expend or risk its own funds or otherwise incur financial any liability in for the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it . The Trustee shall have reasonable grounds be under no obligation to believe that repayment exercise any of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Every provision of its rights and powers under this Indenture that in at the request of any way relates Holders, unless such Holder has offered to the Trustee is subject security and indemnity satisfactory to clauses (a)the Trustee against any loss, (b) and (c) of this Section 7.1liability or expense. (e) The Trustee shall not be liable for interest on on, and will not be obligated to invest, any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d): (a) If if a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s his own affairs.; (b) Except except during the continuance of a Default or an Event of Default: (1) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and (2) 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 certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).Indenture; (c) The the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(cSubsection (c) does not limit the effect of Subsection (b) of this Section 7.1(b)601; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith faith, in accordance with a direction received by it pursuant of the Holders of a majority in principal amount of Outstanding Securities relating to Section 6.5; andthe time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee under this Indenture; (4d) no provision of this Indenture or the Notes 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 thereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.; (de) Every whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses Subsections (a), (b), (c) and (cd) and (f) of this Section 7.1.601; and (ef) The the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuer. (f) Money Company. Assets held in trust by the Trustee need not be segregated from other funds assets 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 7.1.

Duties of Trustee. (a) If an Event of Default of which a Trust Officer has knowledge and has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of DefaultDefault of which a Trust Officer has knowledge and: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) 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 certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b); (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred ----------------- and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and shall 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 person’s 's own affairs. (b) Except during the continuance of an Event of Default: Default of which a Trust Officer has actual knowledge: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, Indenture; provided that in the case of any such certificates or opinions which that by any provisions hereof provision of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except ; provided that: : (1i) this Section 7.1(cparagraph (c) does shall not limit the effect of paragraph (b) of this Section 7.1(b); 7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; ; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (ge) 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 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. (f) 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 7.1Article VII and to the provisions of the Trust Indenture Act.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itSecurities. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) Upon request of the Company, the Trustee is hereby authorized to and shall enter into the Intercreditor Agreement and the Security Documents, and any amendment, restatement, renewal, replacement, supplement, superseding agreement or other modification in accordance with this Indenture. (g) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (gh) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (i) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions protections and immunities as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee; provided that such protections and immunities shall not apply to the Company in its role as Paying Agent or Registrar.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (which is known to the Trustee), the Trustee 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 as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The the Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c7.01(c) does not limit the effect of Section 7.1(b7.01(b); (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer faith, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.06 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) the provisions of this Section 7.1Article 7. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless the Holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default of which the Trustee has notice has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default: (1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements 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 on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly gross negligent action, its own grossly gross negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture, the Notes or the Notes Guarantees at the request or direction of any of the Holders unless the Holders have provided to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this Indenture relating to the conduct law or affecting the liability of or affording protection to as the Trustee shall be subject to may agree in writing with the provisions of this Section 7.1Issuer.

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its their exercise as a prudent Person person would exercise or use under the same circumstances in the conduct of such person’s 's own affairs. (b) Except during the continuance of an Event of Default: (1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andIndenture. (2) in 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. Howeverbut, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform on their face to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations calculations, the accuracy of the signatures or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of paragraph (b) of this Section 7.1(b);7.01. (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer faith, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; andthe terms of Sections 6.04 and 6.05. (4) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses Whether or not therein expressly so provided, paragraphs (a), (b) and (c) of this Section 7.17.01 shall govern every provision of this Indenture that in any way relates to the Trustee; provided that the Trustee's conduct does not constitute gross negligence or bad faith. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture 6.02, 6.04 or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee, where duties and obligations shall be determined solely by the express provisions of this Indenture; and (2ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); provided, that the Trustee shall not be responsible for the content of legal opinion letters, whether delivered to it or on its behalf. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest or payment of interest on any money received by it except as the Trustee may agree in writing with the Issuer, and the Trustee disclaims any obligation to otherwise manage such money. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision The Trustee shall not be deemed to have notice of this Indenture relating to the conduct a Default or affecting the liability an Event of or affording protection to Default unless a Trust Officer of the Trustee shall be subject to has received written notice thereof (in accordance with the notice provisions of this Section 7.1Indenture) from the Issuer or any Holder and such notice references the Notes and this Indenture. (h) The Trustee shall not be precluded from entering into transactions with any other party hereto that are separate from those contemplated under this Indenture.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) in the absence of bad faith willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerIssuers. (f) Money held in trust by the Trustee need not be segregated from other 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 7.17.01.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officer’s Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officer’s Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officer’s Certificates and opinions Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries in accordance with Section 6.12. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1and Section 7.2. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the conduct performance of any of its duties, or affecting in the liability exercise of any of its rights or affording protection powers, if adequate indemnity against such risk is not assured to the Trustee in its satisfaction. (h) The Paying Agent, the Registrar and any authenticating agent shall be subject entitled to the provisions protections and immunities as are set forth in paragraphs (e), (f) and (g) of this Section 7.1and in Section 7.2, each with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred (and is continuinghas not been cured), the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations calculation or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) Subject to this Article 7, whether or not an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holder or Holders of the Notes unless such Holder or Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall will exercise such of the rights and powers vested in it by this Indenture Supplemental Indenture, and use the same degree of care and skill in its exercise 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to will be determined solely by the express provisions of this Supplemental Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureSupplemental Indenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall will be read into this Supplemental Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the NotesSupplemental Indenture, as the case may be. However, but in the case of any such certificates or of opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Supplemental Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall 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 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b), (c), (e) and (cf) of this Section 7.1and Section 7.02. (e) No provision of this Supplemental Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request of any Holders, unless such Holder will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (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 Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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 shall be protected in acting or refraining from acting upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof; and (4iv) no provision of this Indenture or the Notes 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 thereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the an Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of in this Indenture and the Trustee in this Indentureshall not be liable except for the performance of such duties, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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 certificatesresolutions, statements, instruments, notices, directions, certificates and/or opinions or orders furnished to the Trustee and conforming on their face to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform on their face to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee may (but shall in no way be obligated to) make further inquiry or investigation into such facts or materials as it sees fit. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or bad faith or its own willful misconduct, except that: (1i) this Section 7.1(csubsection (c) does shall not be construed to limit the effect of subsection (b) of this Section 7.1(b)7.1; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction of the Holders of at least 30% in the principal amount of the outstanding Notes 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 or believed by it to be authorized or permitted by this Indenture. (d) The Trustee shall not be liable for interest on any money received by it pursuant to Section 6.5; andexcept as the Trustee may agree in writing with the Issuer. (4e) no Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8. (f) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1Article 7.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent Person 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture 6.02, 6.04 or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Issuers. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its their exercise as a prudent Person person would exercise or use under the same circumstances in the conduct of such person’s his or her own affairs. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. (b) Except during the continuance of an Event of Default: (1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2) in 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. Howeverbut, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform on their face to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of paragraph (b) of this Section 7.1(b);7.01. (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer faith, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; andthe terms hereof. (4) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Every Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1Trustee. (e) 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the 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 7.1.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants covenants, duties or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other 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 7.17.01.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall will 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 skill, as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during Prior to the continuance occurrence of an Event of DefaultDefault and after the curing or waiving of all Events of Defaults that may have occurred: (1i) the duties of the Trustee undertakes to will be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine such the certificates and opinions to determine whether or not they conform are in a form that conforms to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate investigate, and may rely exclusively upon, the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)subsection (b) of this Section; (2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall will not be liable liable, in any event, with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.57.05, or a direction from the Holders of a majority in principal amount of the outstanding Notes concerning the exercise of any right, trust or power conferred upon the Trustee; and (4iv) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itliability. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses subsections (a), (b) ), and (c) of this Section 7.1Section. (e) The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (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 Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this The Trustee is hereby authorized and directed to execute and deliver each Indenture relating Document or Collateral Document to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1which it is a party.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.17.01.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) 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 as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith negligence or wilful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconductwilful misconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (1) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.05. (4d) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1and to the provisions of the TIA.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and the TIA and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. To the extent of any conflict between the duties of the Trustee hereunder and under the TIA, the TIA shall control. (2ii) in 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.5 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) ), and (c) of this Section 7.1Section. (e) No provision of this Indenture 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 at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Agreement 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, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.1; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.17.1 and to the provisions of the TIA.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof thereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions protections and immunities as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to any series of Notes, the Trustee 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 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: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) in the absence of bad faith willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture 6.02, 6.04 or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) . Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerCompany. (f) Money held in trust by the Trustee need not be segregated from other 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 7.17.01 and the TIA.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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. (b) Except during the continuance of an Event of Default: (1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers. (2ii) in 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, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. HoweverIndenture; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) This paragraph does not limit the effect of Section 7.1(b);paragraph (b) of this Section. (2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5; and (4) no provision 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 or with respect to the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment Securities of such funds or adequate indemnity against such risk or liability is not reasonably assured to itSeries. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraph (a), (b) and (c) of this Section 7.1Section. (e) 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. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every No provision of this Indenture relating shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the conduct or affecting the liability protections, immunities and standard of or affording protection to the Trustee shall be subject to the provisions care as are set forth in paragraphs (a), (b) and (c) of this Section 7.1with respect to the Trustee.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and is actually known to the Trustee (as provided in Section 7.02(g)), the Trustee shall will 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 person would exercise or use under the similar circumstances in the conduct of such person’s own affairs. (b) Except during the continuance of an Event of Default:Default actually known to the Trustee (as provided in Section 7.02(g)): (1) the duties of the Trustee undertakes to will be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which specifically required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall will examine such the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3) the Trustee shall 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 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) ), and (c) of this Section 7.17.01. (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders have offered, and if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (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 Issuer. (f) 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 shall have no responsibility to take any action with regard to any report, certificate or other information delivered to the Trustee pursuant to this Indenture except as is set forth in this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall will be subject to the provisions of this Section 7.1Article 7.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture the Indenture, and use the same degree of care and skill in its exercise as that a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes shall be determined solely by the express provisions of the Indenture and the Trustee needs to perform such only those duties and only such duties as that are specifically set forth as duties of in the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this the Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this the Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(csubsection (c) does not limit the effect of subsection (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; andany provision of the Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Indenture. (4d) no Whether or not therein expressly so provided, every provision of the Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (e) of this Section 7.01. (e) No provision of the Indenture or the Notes 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 thereunder or in the liability. The Trustee shall be under no obligation to exercise of any of its rights or powersand powers under the Indenture at the request of any Holders, if it unless such Holder shall have reasonable grounds offered to believe that repayment of such funds the Trustee security or adequate indemnity satisfactory to it against such risk any loss, liability or liability is not reasonably assured to itexpense. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (ef) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company or the Parent Guarantor. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no any provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Notes shall require Trustee, or exercising any trust or power conferred upon the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 itunder this Indenture. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) ), and (c) of this Section 7.17.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered and, if requested, provide to the Trustee security or indemnity satisfactory to it against any claim, loss, liability or expense. Back to Contents (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company or Finance Co. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Trust Officer of the Trustee has actual knowledge, the Trustee 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 as a prudent Person man would exercise or use under the circumstances in the conduct of such person’s his own affairs. (b) Except during the continuance of an Event of Default: Default of which a Trust Officer of the Trustee has actual knowledge: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in In the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions same to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.1; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2 or 6.5; and. (4d) no The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree separately in writing with the Company or any Subsidiary Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (e) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in 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. (b) Except during the continuance of an Event of a Default: (1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements herein and no implied covenants duties, covenants, responsibilities or obligations shall be read into this Indenture against the Trustee; and. (2) in 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, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1) this Section 7.1(c) This paragraph does not limit the effect of paragraphs (b) or (d) of this Section 7.1(b);8.01. (2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;. (3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and7.12. (4d) no No provision of this Indenture or the Notes 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 thereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds is not assured to it or adequate indemnity against such risk or liability is not reasonably assured to itliability. (de) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.18.01. (ef) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) If In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its their exercise as that a prudent Person 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: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, Indenture and the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraphs (b) or (d) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and6.05. (4d) no No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.1. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerIssuers. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Every Whether or not therein expressly so 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 7.17.01.

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has received written notice, the Trustee 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 personPerson’s own affairs. (b) Except during the continuance of an Event of Default: (1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth as duties of the Trustee in this IndentureIndenture and no others, the Notes, the Notes Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may beIndenture. However, in the case of any such certificates or opinions which specifically required by any provisions provision hereof are specifically required to be furnished to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)) and shall be entitled to seek advice from legal counsel in relation thereto. (c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of paragraph (b) of this Section 7.1(b)7.01; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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 it6.05 hereof. (d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.17.01. (e) No provision of this Indenture 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 at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. (f) Company. Money held in trust by the Trustee need not be segregated from other 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 7.1.

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (b) If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 person’s own affairs. (bc) Except during the continuance of an Event of Default: (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Notes Collateral Documents or the Intercreditor Agreements Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and (2ii) 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, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the Notes, as the case may becorrectness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (cd) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (1i) this Section 7.1(c) paragraph does not limit the effect of Section 7.1(b)paragraph (b) of this Section; (2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and (4iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or thereunder 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. (de) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses paragraphs (a), (b) and (c) of this Section 7.17.01. (ef) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the IssuerIssuers. (fg) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (gh) 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 7.1and to the provisions of the TIA.