Common use of Obligations of Trustee Clause in Contracts

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 or opinions furnished to the Trustee. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 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 paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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. This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (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 paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction received by it pursuant to Section 7.05. This Section 8.01(c) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections are hereby expressly excluded from this Indenture as permitted by the Issuer, a Guarantor or the Holders permitted or required under this IndentureTIA. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds received security or indemnity satisfactory to believe that repayment of such funds or adequate indemnity it against such risk or liability is not reasonably assured to itpotential costs and liabilities incurred by it relating thereto. (he) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.01. (f) The provisions of this Indenture, Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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. This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (c) The Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any this Indenture or a direction received by it pursuant to Section 7.05. This Section 8.01(c) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections are hereby expressly excluded from this Indenture as permitted by the Issuer, a Guarantor or the Holders permitted or required under this IndentureTIA. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds to believe that repayment of such funds received adequate security or adequate indemnity in its opinion against such risk or liability is not reasonably assured to itpotential costs and liabilities incurred by it relating thereto. (he) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.01. (f) The provisions of this Indenture, Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the Trustee may (and shall upon the written direction of the Holders of at least 25% in aggregate principal amount of the Securities then outstanding and being furnished with indemnity acceptable to it) exercise such of the rights and powers vested in it by this Indenture 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) , the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations others. This Section 9.01(b) shall be read into in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture against Indenture, as permitted by the Trustee; andTIA. (2c) 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee to determine whether or not they conform on their face to the requirements of this Indenture, 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 gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b9.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any this Indenture or a direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (dreceived by it pursuant to Section 8.05. This Section 9.01(d) The Trustee shall be under no obligation to exercise any in lieu of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunderSections 315(d)(1), unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses (including reasonable attorneys’ fees and expenses315(d)(2) and liabilities that might be incurred by it in compliance with such request or direction. The Holder of not less than a majority in principal amount 315(d)(3) of the Securities then Outstanding (or of all Securities then Outstanding, TIA and such Sections are hereby expressly excluded from this Indenture as permitted by the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining thereinTIA. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds to believe that repayment of such funds received adequate security or adequate indemnity in its opinion against such risk or liability is not reasonably assured to itpotential costs and liabilities incurred by it relating thereto. (hf) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d) and (e) of this Section 9.01. (g) The provisions of this Indenture, Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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. This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (c) The Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction received by it pursuant to Section 7.05. This Section 8.01(c) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections are hereby expressly excluded from this Indenture as permitted by the Issuer, a Guarantor or the Holders permitted or required under this IndentureTIA. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds to believe that repayment of such funds received adequate security or adequate indemnity in its opinion against such risk or liability is not reasonably assured to itpotential costs and liabilities incurred by it relating thereto. (he) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.01. (f) The provisions of this Indenture, Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. In addition to the other obligations of Trustee set forth herein, Trustee, at all times will be subject to the following obligations: (a) If an Event of Default of which a Responsible Officer timely and diligently comply with the Purposes of the Trustee shall have actual knowledge has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested Trust set forth 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 his or her own affairs.Clause Fourth hereof; (b) Except during conduct all acts necessary to maintain the continuance Trust Estate; (c) conduct all acts necessary, including the granting and revoking of an Event powers-of-attorney, so Trustee, Settlors (through the Representative of Default Settlors) and/or Collateral Agent, as applicable, may completely, effectively and timely comply with the Purposes and exercise the rights arising herefrom; (d) provide the Representative of which a Responsible Officer Settlors and Collateral Agent, with the reports mentioned in Clause Tenth hereof; (e) maintain the files, reports, receipts and such additional documents that evidence the fulfillment of its obligations; (f) timely and diligently notify Collateral Agent and the Representative of Settlors, the actual knowledge of any circumstance that might affect the exercise of the rights of the Beneficiary in First Place, Collateral Agent, Trustee shall have actual knowledge:or Settlors pursuant to this Agreement; (1g) refrain from conducting activities or acts that are incoherent or contrary to the Trustee need perform only those duties as are specifically provisions set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trusteeherein; and (2h) comply with the agreements set forth herein, being liable for the losses or damages suffered by the Trust Estate for causes attributable to Trustee, as long as Trustee acts negligently, deceitfully of with bad faith, or in breach of the provisions set forth herein, and the foregoing being determined by the competent judicial authority by means of the definitive condemnatory sentence against Trustee. Subject to the terms and conditions hereof, Trustee shall have, among others, all authorizations corresponding to general power of attorneys-in-fact, especially those deriving from Article 391 of the GLNICT for the fulfillment of the Purposes of the Trust and expressly limited to such Purposes, including but not limited to: · The broadest authorizations corresponding to general attorneys-in-fact for lawsuits and collections and acts of administration without limitation, as provided for in the absence two first paragraphs of bad faith on its partArticle 2554 of the Civil Code for the Federal District. · Authorities of ownership, which exercise will conduct pursuant to the Trustee may conclusively relywritten instructions received from the other Parties, as applicable. · Express authority to grant and revoke powers-of-attorney. · Exercise all rights and actions derived from the Trust Estate, pursuant to the truth instructions of the statements and the correctness of the opinions expressed thereinother Parties, upon certificates or opinions furnished as applicable, pursuant to the Trusteeprovisions set forth herein. The TrusteeIn general, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 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 paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct broadest powers of attorney and shall exercise all authorities necessary or convenient for the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities fulfillment of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities Purposes of the Trustee to the extent permitted by applicable lawTrust.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuingSubject to paragraph (b) below, the Trustee shall be entitled, but not be bound to take any steps to enforce the performance of any provision of this Deed and the other Transaction Documents unless: (i) expressly provided in this Deed or the other Transaction Documents; or (ii) directed to do so by the Subordinated Debtholders by Extraordinary Resolution, and only if it is first indemnified to its satisfaction by the Subordinated Debtholders directing it to act, against all actions, proceedings, claims and demands to which it may be or become liable and all costs (including legal fees on a solicitor-client basis), charges, damages and expenses which may be incurred by it in connection with that enforcement in the absence of gross negligence, fraud, wilful misconduct or failure to exercise such of the rights and powers vested in it by this Indenture and use the same reasonable degree of care and skill in its exercise as a prudent person would exercise or use under diligence on the circumstances in part of the conduct of his or her own affairsTrustee. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee Paragraph (a) above shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against not affect the Trustee; and (2’s obligation under clause 13.1(a) to declare by notice to the Issuer that the Subordinated Debt are immediately due and repayable 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 or opinions furnished to the Trustee. The Trustee, however, shall examine any certificates and opinions which circumstances contemplated by any provision hereof are specifically required to be delivered to the Trustee 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 thereinclause 13.1. (c) The In any legal proceedings by the Trustee may not be relieved from liability for its own grossly negligent actionor a Subordinated Debtholder against the Issuer to enforce any obligation under this Deed, its own grossly negligent failure to actthe other Transaction Documents, or its own willful misconductunder the Subordinated Debt, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved proof that the Trustee was negligent Issuer has defaulted in ascertaining paying any amount due to a Subordinated Debtholder in respect of some or all of its Subordinated Debt is, , sufficient evidence that the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this IndentureIssuer has similarly defaulted as regards all other Subordinated Debtholders whose Subordinated Debt are then repayable. (d) The Nothing in this Deed or, the Subordinated Debt should be construed as relieving, exempting or indemnifying the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction from liability for: (i) contravention of any Holders then outstanding hereunderprovision in the CMSA, unless any directive, regulation, guideline, requirement or rule by the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the TrusteeSC, or any other laws; (ii) breach of exercising any trust or power conferred upon the Trusteefraud; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein.or (eiii) Every provision failure to show a degree of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) care and (h) diligence required of this Section 8.01it as a trustee. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuingSubject to paragraph (b) below, the Trustee shall be entitled, but not be bound to take any steps to enforce the performance of any provision of this Deed and the other Transaction Documents unless: (i) expressly provided in this Deed or the other Transaction Documents; or (ii) directed to do so by the Conventional MTNholders by Extraordinary Resolution, and only if it is first indemnified to its satisfaction by the Conventional MTNholders directing it to act, against all actions, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages and expenses which may be incurred by it in connection with that enforcement in the absence of negligence, wilful default or failure to exercise such of the rights and powers vested in it by this Indenture and use the same reasonable degree of care and skill in its exercise as a prudent person would exercise or use under diligence on the circumstances in part of the conduct of his or her own affairsTrustee. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee Paragraph (a) above shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against not affect the Trustee; and (2’s obligation under clause 13.1(3) to declare by notice to the Issuer that the Conventional MTNs are immediately due and repayable 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 or opinions furnished to the Trustee. The Trustee, however, shall examine any certificates and opinions which circumstances contemplated by any provision hereof are specifically required to be delivered to the Trustee 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 thereinclause 13.1. (c) The In any legal proceedings by the Trustee may not be relieved from liability for its own grossly negligent actionor a Conventional MTNholder against the Issuer to enforce any obligation under this Deed, its own grossly negligent failure to actthe other Transaction Documents, or under the Conventional MTNs, proof that the Issuer has defaulted in paying any amount due to a Conventional MTNholder in respect of some or all of its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible OfficerConventional MTNs is, unless it is proved the contrary be proved, sufficient evidence that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this IndentureIssuer has similarly defaulted as regards all other Conventional MTNholders whose Conventional MTNs are then repayable. (d) The Trustee shall Nothing in this Deed , the Conventional MTNs should be under no obligation to exercise any of its rights construed as relieving, exempting or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to indemnifying the Trustee security from liability for: (i) contravention of an y provision in the SCA or indemnity satisfactory to the Trustee against the costs, expenses any other laws; (including reasonable attorneys’ fees and expensesii) and liabilities that might be incurred by it in compliance with such request or direction. The Holder breach of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trusteefraud; provided that the Trustee may refuse or (iii) failure to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining thereinshow reasonable degree of care and diligence required of it as a trustee. (e) Every provision of this Indenture that Save as provided in any way relates to the Trustee is subject to subsections (aclause 15.1(h), (b)each Conventional MTNholder shall be solely responsible for making its own independent appraisal of and investigations into the financial condition, (c)creditworthiness, (d)affairs, (f)status and nature of the Issuer and accordingly, (g) and (h) of this Section 8.01. (f) The Trustee each Conventional MTNholder shall not be liable for interest entitled to rely on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.Trustee: (gi) Notwithstanding to check or enquire on its behalf on the foregoingadequacy, no provision of this Indenture shall require the Trustee to expend accuracy or risk its own funds or otherwise incur any financial liability in the performance completeness of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to information provided by the Issuer or any other person in connection with the Conventional MTNs or the transactions herein contemplated (whether or not such information has been or is hereafter circulated to such Conventional MTNholder by the Trustee); (ii) to check or enquire on its behalf on the adequacy, accuracy or completeness of any communication delivered to it in relation to the Conventional MTNs, any legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or made or required to be delivered or made at any time in connection with the Conventional MTNs or any other report or other document, statement or information circulated, delivered or made, whether orally or otherwise and whether before, on or after the Holders date of this Deed; (iii) to replace such check or enquire on its behalf into the due execution, delivery, validity, legality, adequacy, suitability, performance, enforceability or admissibility in evidence of this Deed or any other duties and liabilities documents referred to in clause 15.2(e)(ii) or any guarantee, indemnity or security given or created thereby or any obligations imposed thereby or assume thereunder; and (iv) to assess or keep under review on its behalf the financial conditions creditworthiness, conditions, affairs, status or nature of the Trustee to the extent permitted by applicable lawIssuer.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 or opinions furnished to the Trustee. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 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 paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (d) The Subject to the provisions hereof relating to the Trustee’s duties in case of an Event of Default, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the outstanding Securities then Outstanding (or of all Securities then Outstandingoutstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law. (i) The Issuer hereby directs the Trustee to enter into the Security Agreement and the Control Agreements.

Obligations of Trustee. (a) If The Trustee, prior to the occurrence of an Event of Default with respect to Debentures of a series and after the curing of all Events of Default with respect to Debentures of that series which may have occurred, 41 50 shall undertake to perform with respect to Debentures of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to Debentures of a Responsible Officer of the Trustee shall have actual knowledge series has occurred and is continuing(which has not been cured or waived), the Trustee shall exercise with respect to Debentures of that series such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during No provision of this Indenture shall be construed to relieve the continuance Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to Debentures of a series and after the curing or waiving of all such Events of Default with respect to that series which a Responsible Officer may have occurred: (A) the duties and obligations of the Trustee shall have actual knowledge: (1) with respect to Debentures of such series be determined solely by the express provisions of this Indenture, and the Trustee need perform only those shall not be liable with respect to Debentures of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture and no others Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2B) in the absence of bad faith on its partthe part of the Trustee, the Trustee may with respect to Debentures of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee. The Trustee, however, shall examine Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates and or opinions which by any provision hereof are specifically required to be delivered 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, Indenture but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. (c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2ii) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible OfficerOfficer or Responsible Officers of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (3iii) the Trustee shall not be liable in its individual capacity with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder holders of not less than a majority in principal amount of the Securities then Outstanding (or Debentures of all Securities then Outstanding, as any 42 51 series at the case may be) shall have the right time outstanding relating to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict under this Indenture with applicable law or this Indenture, or which may be unduly prejudicial respect to the Holders not joining therein.Debentures of that series; (eiv) Every provision none of this Indenture that the provisions contained in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal 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 there is reasonable grounds to believe ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.; and (hv) The 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 Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable lawArticle 7.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledgeDefault: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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. This Section 8.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (c) The Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible 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 in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (f) The Trustee shall not be liable for interest on any money received by it except pursuant to Section 7.05. This Section 8.01(c) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections are hereby expressly excluded from this Indenture as the Trustee may agree in writing with the Issuer. Money held in trust permitted by the Trustee need not be segregated from other funds except to the extent required by lawTIA. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the 9.3.1 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 as a prudent person corporate trustee would exercise or use in respect of corporate debt instruments. 9.3.2 The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the circumstances terms hereof; nor shall the Trustee be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the conduct of his or her own affairs. (b) Except during default desired to be brought to the continuance of an Event of Default of which a Responsible Officer attention of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, any such notice the Trustee may for all purposes of this Indenture conclusively rely, as to assume that no default has been made in the truth observance or performance of any of the statements and the correctness of the opinions expressed thereinrepresentations, upon certificates warranties, covenants, agreements or opinions furnished to the Trusteeconditions contained herein. The Trustee, however, Any such notice shall examine in no way limit any certificates and opinions which by any provision hereof are specifically required to be delivered discretion herein given to the Trustee to determine whether or not they conform the Trustee shall take action with respect to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated thereinany default. (c) 9.3.3 The Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful wilful misconduct, except that: (1a) this paragraph does not limit the effect of Section 8.01(b)9.1.2; (2b) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent factsfaith; and (3c) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenture. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except pursuant to the extent required by lawSection 8.5. (g) Notwithstanding the foregoing, no 9.3.4 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 powers unless the Trustee shall have reasonable grounds to believe that repayment of such funds or received adequate funding and indemnity in its opinion against such risk or liability is not reasonably assured to itpotential costs and liabilities incurred by it relating thereto. (h) The provisions 9.3.5 Every provision of this IndentureIndenture that in any way relates to the Trustee is subject to subsections 9.3.1, 9.3.2, and 9.3.3 of this Section 9.3 and to Section 9.4. 9.3.6 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. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledgeDefault: (1) the Trustee need perform only those such duties and only such duties as are specifically set forth in this Indenture and no others others, 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 facts, statements, opinions or conclusions stated therein. This Section 10.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (c) The Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b10.01(b) and Section 10.01(d); (2) the Trustee shall not be liable (in its individual capacity or any other capacity) for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable (in its individual capacity or any other capacity) with respect to any action it takes or omits to take in good faith in accordance with any a direction received by it pursuant to Section 9.05. This Section 10.01(c) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections are hereby expressly excluded from this Indenture as permitted by the Issuer, a Guarantor or the Holders permitted or required under this IndentureTIA. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds to believe that repayment of such funds received adequate security or adequate indemnity in its opinion against such risk or liability is not reasonably assured to itpotential risk, costs and liabilities incurred by it relating thereto. (he) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 10.01. (f) The provisions of this Indenture, Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable lawLaw.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 or opinions furnished to the Trustee. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 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 paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction from received by it pursuant to the Issuer, a Guarantor or the Holders permitted or required under this Indenturelast sentence of Section 8.01(d). (d) The Subject to the provisions hereof relating to the Trustee’s duties in case of an Event of Default, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the outstanding Securities then Outstanding (or of all Securities then Outstandingoutstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuingSubject to paragraph (b) below, the Trustee shall be entitled, b ut not be bound to take any steps to enforce the performance of any provision of this Deed and the other Transaction Documents unless: (i) expressly provided in this Deed or the other Transaction Documents; or (ii) directed to do so by the Murabahah MTNholders by Extraordinary Resolution, and only if it is first indemnified to its satisfaction by the Murabahah MTNholders directing it to act, against all actions, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages and expenses which may be incurred by it in connection with that enforcement in the absence of negligence, wilful default or failure to exercise such of the rights and powers vested in it by this Indenture and use the same reasonable degree of care and skill in its exercise as a prudent person would exercise or use under diligence on the circumstances in part of the conduct of his or her own affairsTrustee. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee Paragraph (a) above shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against not affe ct the Trustee; and (2’s obligation under clause 13.1(3) to declare by notice to the Issuer that the Murabahah MTNs are immediately due and repayable 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 or opinions furnished to the Trustee. The Trustee, however, shall examine any certificates and opinions which circumstances contemplated by any provision hereof are specifically required to be delivered to the Trustee 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 thereinclause 13.1. (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 paragraph does not limit the effect of Section 8.01(b); (2) In any legal proceedings by the Trustee shall not be liable or a Murabahah MTNholder against the Issuer to enforce any obligation under this Deed, the other Transaction Documents or under the Murabahah MTNs, proof that the Issuer has defaulted in paying any amount due to a Murabahah MTNholder in respect of some or all of its individual capacity for any error of judgment made in good faith by a Responsible OfficerMurabahah MTNs is, unless it is proved the contrary be proved, sufficient evidence that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any direction from the Issuer, a Guarantor or the Holders permitted or required under this IndentureIssuer has similarly defaulted as regards all other Murabahah MTNholders whose Murabahah MTNs are then repayable. (d) The Nothing in this Deed or the Murabahah MTNs should be construed as relieving, exempting or indemnifying the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction from liability for: (i) contravention of any Holders then outstanding hereunder, unless provision in the Holders shall have offered to the Trustee security SCA or indemnity satisfactory to the Trustee against the costs, expenses any other laws; (including reasonable attorneys’ fees and expensesii) and liabilities that might be incurred by it in compliance with such request or direction. The Holder breach of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trusteefraud; provided that the Trustee may refuse or (iii) failure to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining thereinshow reasonable degree of care and diligence required of it as a trustee. (e) Every provision of this Indenture that Save as provided in any way relates to the Trustee is subject to subsections (aclause 15.1(h), (b)each Murabahah MTNholder shall be solely responsible for making its own independent appraisal of and investigations into the financial condition, (c)creditworthiness, (d)affairs, (f)status and nature of the Issuer and accordingly, (g) and (h) of this Section 8.01. (f) The Trustee each Murabahah MTNholder shall not be liable for interest entitled to rely on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.Trustee: (gi) Notwithstanding to check or enquire on its behalf on the foregoingadequacy, no provision of this Indenture shall require the Trustee to expend accuracy or risk its own funds or otherwise incur any financial liability in the performance completeness of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to information provided by the Issuer or any other person in connection with the Murabahah MTNs or the transactions herein contemplated (whether or not such information has been or is hereafter circulated to such Murabahah MTNholder by the Trustee); (ii) to check or enquire on its behalf on the adequacy, accuracy or completeness of any communication delivered to it in relation to the Murabahah MTNs, any legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or made or required to be delivered or made at any time in connection with the Murabahah MTNs or any other report or other document, statement or information circulated, delivered or made, whether orally or otherwise and whether before, on or after the Holders date of this Deed; (iii) to replace such check or enquire on its behalf into the due execution, delivery, validity, legality, adequacy, suitability, performance, enforceability or admissibility in evidence of this Deed or any other duties and liabilities documents referred to in clause 15.2(e)(ii) or any guarantee, indemnity or security given or created thereby or any obligations imposed thereby or assume thereunder; (iv) to assess or keep under review on its behalf the financial conditions creditworthiness, conditions, affairs, status or nature of the Trustee to the extent permitted by applicable lawIssuer.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the 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 as a prudent person trustee would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the The Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in others. 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b8.1(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible 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 in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenturereceived by it pursuant to Section 7.5. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds to believe that repayment of such funds received adequate security or adequate indemnity in its opinion against such risk or liability is not reasonably assured to itpotential costs and liabilities incurred by it relating thereto. (he) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.2. (f) The provisions of this Indenture, Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to required by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) 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 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 his or her own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; 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 or opinions furnished to the TrusteeTrustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee 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 Trustee may not be relieved from liability for its own grossly gross negligent action, its own grossly gross negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of Section 8.01(b); (2) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenturereceived by it pursuant to Section 7.05. (d) The Subject to the provisions hereof relating to the Trustee’s duties in case of an Event of Default, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction direct of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionindemnity. The Holder of not less than a majority in principal amount of the outstanding Securities then Outstanding (or of all Securities then Outstandingoutstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (hd) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed to by the Issuer and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable law.

Obligations of Trustee. (a) If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the 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 as a prudent person corporate trustee would exercise or use under the circumstances in the conduct respect of his or her own affairscorporate debt instruments. (b) Except during The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the continuance powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Trustee be required to take notice of an Event any Default hereunder, unless and until notified in writing of such Default, which notice shall distinctly specify the Default of which a Responsible Officer desired to be brought to the attention of the Trustee shall have actual knowledge: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, any such notice the Trustee may for all purposes of this Indenture conclusively rely, as to assume that no Default has been made in the truth observance or performance of any of the statements and the correctness of the opinions expressed thereinrepresentations, upon certificates warranties, covenants, agreements or opinions furnished to the Trusteeconditions contained herein. The Trustee, however, Any such notice shall examine in no way limit any certificates and opinions which by any provision hereof are specifically required to be delivered discretion herein given to the Trustee to determine whether or not they conform the Trustee shall take action with respect to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated thereinany Default. (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 wilful misconduct, except that: (1i) this paragraph does not limit the effect of Section 8.01(b11.1(b); (2ii) the Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent factsfaith; and (3iii) the Trustee shall not be liable in its individual capacity with respect to any action it takes or omits to take in good faith in accordance with any a direction from the Issuer, a Guarantor or the Holders permitted or required under this Indenturereceived by it pursuant to Section 9.5. (d) The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any Holders then outstanding hereunder, unless the Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee 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. The Holder of not less than a majority in principal amount of the Securities then Outstanding (or of all Securities then Outstanding, as the case may be) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the Trustee may refuse to follow any direction which is in conflict with applicable law or this Indenture, or which may be unduly prejudicial to the Holders not joining therein. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c), (d), (f), (g) and (h) of this Section 8.01. (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. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Notwithstanding the foregoing, no 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 powers unless the Trustee shall have reasonable grounds received adequate funding and indemnity in its opinion against potential costs and liabilities incurred by it relating thereto. (e) Every provision of this Indenture that in any way relates to believe that repayment the Trustee is subject to subsections (a), (b) and (c) of such this Section 11.3. (f) The Trustee shall not be liable to account for interest earned on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Subject to Section 11.3(c), the Trustee will not incur any liability or adequate indemnity against such risk responsibility whatsoever or liability is not reasonably assured to itbe in any way responsible for the consequence of any breach on the part of the Company of any obligation obtained in this Indenture or of any acts of the directors, officers, employees or agents of the Company. (h) The provisions Trustee shall not have any obligation to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture, Indenture or any instrument ancillary or supplementary thereto. (i) The Trustee is under no duty to the extent that they restrict the duties and liabilities determine compliance of the transferor or transferee in respect of any Notes transferred hereunder with Applicable Securities Laws. The Trustee otherwise existing at law or in equity, shall be entitled to assume that all transfers are agreed to by the Issuer legal and the Holders to replace such other duties and liabilities of the Trustee to the extent permitted by applicable lawproper.