Common use of Other Matters Concerning the Delaware Trustee Clause in Contracts

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Event. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (g) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Eventforces beyond the reasonable control of the Delaware Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Event. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Eventforces beyond the reasonable control of the Delaware Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will shall be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Event. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (g) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Event. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (g) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. ‌ (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Eventforces beyond the reasonable control of the Delaware Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. ‌ (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Eventforces beyond the reasonable control of the Delaware Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will shall be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Eventforces beyond the reasonable control of the Delaware Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any 141966038 representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will shall be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.

Other Matters Concerning the Delaware Trustee. (a) The Delaware Trustee will not be personally liable for (x) indirect, special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities Depositary through which it holds the Trust's securities or assets (if applicable) or (z) any losses due to a Force Majeure Eventforces beyond the reasonable control of the Delaware Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. (b) Except for the representations and warranties made by it in its individual capacity contained in Section 7.03 hereof, and the covenants set forth in the last sentence of Section 6.03 and the last sentence of Section 11.14, the Delaware Trustee will not be responsible for any representation, warranty, covenant or other statement in any disclosure or offering document or in any other document, including the Transaction Documents entered into, issued or delivered in connection with the sale or transfer of the Securities. The Delaware Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications, treatment or consequences of this Agreement, the Transaction Documents, the Issuer or the Trust Estate. The Delaware Trustee will not be responsible for any recitals, statements, information, representations or warranties of the Issuer contained in any Transaction Documents or documents or instruments contemplated thereby; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any of the Trust Estate, or the validity, extent, perfection or priority of any lien or security interest therein; or the assets, liabilities, financial condition, investments, results of operations, business, creditworthiness or legal status of the Issuer or any other Person. It will be the Trustor's duty and responsibility, and not the Delaware Trustee's duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. (c) The Delaware Trustee will not be responsible for monitoring the Issuer's duties and obligations under the Transaction Documents or supervising or ensuring its compliance with, or performance of, the terms thereof. (d) The Delaware Trustee will not be deemed to have notice or knowledge of, and shall not be required to act upon (including sending any notice), of any fact or event (including without limitation any default, event of default or breach of representation or warranty under any Transaction Document) unless a Responsible Officer of the Delaware Trustee has actual knowledge thereof and or unless written notice of such fact or event is received by a Responsible Officer of the Delaware Trustee and such notice references the Issuer or this Agreement and the fact or event. Absent written notice in accordance with this Section 7.07(d), the Delaware Trustee may conclusively assume that no such fact or event has occurred. The Delaware Trustee shall have no duty to inquire into, investigate or take any action to determine whether any event (including any default, event of default or breach representation or warranty) has in fact occurred and shall have no duty to make any determination as to the materiality or effect of any fact, matter or event (including any default, event of default or breach of representation or warranty). (e) Delivery of any reports, information or other documents to the Delaware Trustee hereunder that do not otherwise satisfy the requirements of Section 7.07(d), and any publicly available information does not constitute notice and the Delaware Trustee shall not be deemed to have actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any covenants or obligations under the Transaction Documents. (f) The Delaware Trustee will not be personally liable for any error of judgment made in good faith by any of its officers or employees; and (gf) No provision of this Agreement will require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers hereunder.