Common use of Owner Trustee Limitation of Liability Clause in Contracts

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (“Wilmington Trust”), not individually or personally but solely as owner trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust but made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any covenants, either expressed or implied, contained herein, all personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related document. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement between the Trust, the Depositor, NMAC and the several Underwriters in accordance with its terms. Very truly yours, NISSAN MASTER OWNER TRUST RECEIVABLES By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and as Representative of the several Underwriters SCHEDULE 1 Underwriter Principal Amount of Series 2017-C Notes Mizuho Securities USA LLC $ 450,000,000 Lloyds Securities Inc. $ 225,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 225,000,000 MUFG Securities Americas Inc. $ 225,000,000 BNP Paribas Securities Corp. $ 31,250,000 Scotia Capital (USA) Inc. $ 31,250,000 SMBC Nikko Securities America, Inc. $ 31,250,000 TD Securities (USA) LLC $ 31,250,000 Total $ 1,250,000,000 CONTENTS Clause Page 1. INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 2 3. PURCHASE, SALE AND DELIVERY OF NOTES 9 4. OFFERING BY UNDERWRITERS 9 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANTS OF THE UNDERWRITERS 12 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 17 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 21 11. NOTICES 21 12. NO BANKRUPTCY PETITION 22 13. SUCCESSORS 22 14. REPRESENTATION OF THE UNDERWRITERS 22 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 22 16. APPLICABLE LAW 24 17. COUNTERPARTS 24 18. ACKNOWLEDGMENT 24

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that 9 THIS SERIES 2016-MBSADV1 INDENTURE SUPPLEMENT (a) this Agreement is executed and delivered by Wilmington Trust Company (“Wilmington TrustIndenture Supplement”), not individually or personally but solely dated as owner trustee of December 19, 2016, is made by and among PNMAC GMSR ISSUER TRUST, a statutory trust organized under the laws of the TrustState of Delaware, in as issuer (the exercise “Issuer”), CITIBANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), PENNYMAC LOAN SERVICES, LLC, a limited liability company organized under the laws of the powers State of Delaware (“PLS”), as servicer (the “Servicer”) and authority conferred and vested in it, as administrator (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust but made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any covenants, either expressed or implied, contained herein, all personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto“Administrator”), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation“CSFB”), representationa Delaware limited liability company, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documentas Administrative Agent (as defined herein). If the foregoing This Indenture Supplement relates to and is in accordance with your understandingexecuted pursuant to that certain Indenture supplemented hereby, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement between the Trust, the Depositor, NMAC and the several Underwriters in accordance with its terms. Very truly yours, NISSAN MASTER OWNER TRUST RECEIVABLES By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted dated as of the date first above written: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Acting on behalf hereof, including the schedules and exhibits thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture”), among the Issuer, PLS, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, PENTALPHA SURVEILLANCE LLC, a Delaware limited liability company, as credit manager (the “Credit Manager”), CSFB, as Administrative Agent and the “Administrative Agents” from time to time parties thereto, all the provisions of itself which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as Representative of if set forth herein in full (the several Underwriters SCHEDULE 1 Underwriter Principal Amount of Series 2017-C Notes Mizuho Securities USA LLC $ 450,000,000 Lloyds Securities Inc. $ 225,000,000 Xxxxxxx LynchBase Indenture as so supplemented by this Indenture Supplement, Pierce, Xxxxxx & Xxxxx Incorporated $ 225,000,000 MUFG Securities Americas Inc. $ 225,000,000 BNP Paribas Securities Corp. $ 31,250,000 Scotia Capital (USA) Inc. $ 31,250,000 SMBC Nikko Securities America, Inc. $ 31,250,000 TD Securities (USA) LLC $ 31,250,000 Total $ 1,250,000,000 CONTENTS Clause Page 1collectively referred to as the “Indenture”). INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 2 3. PURCHASE, SALE AND DELIVERY OF NOTES 9 4. OFFERING BY UNDERWRITERS 9 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANTS OF THE UNDERWRITERS 12 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 17 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 21 11. NOTICES 21 12. NO BANKRUPTCY PETITION 22 13. SUCCESSORS 22 14. REPRESENTATION OF THE UNDERWRITERS 22 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 22 16. APPLICABLE LAW 24 17. COUNTERPARTS 24 18. ACKNOWLEDGMENT 24Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that 20 THIS SERIES 2013-T2 AMENDED AND RESTATED INDENTURE SUPPLEMENT (a) this Agreement is executed and delivered by Wilmington Trust Company (“Wilmington TrustIndenture Supplement”), not individually or personally but solely dated as owner trustee of August 8, 2013, is made by and among HLSS SERVICER ADVANCE RECEIVABLES TRUST, a statutory trust organized under the laws of the TrustState of Delaware (the “Issuer”), in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust but made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any covenants, either expressed or implied, contained herein, all personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related document. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement between the Trust, the Depositor, NMAC and the several Underwriters in accordance with its terms. Very truly yours, NISSAN MASTER OWNER TRUST RECEIVABLES By: WILMINGTON DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely a national banking association, as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and accepted as of securities intermediary (the date first above written: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Acting “Securities Intermediary”), HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as Administrator on behalf of itself the Issuer, as owner of the economics associated with the servicing under the Designated Servicing Agreements, and as Representative Servicer under the Designated Servicing Agreements from and after the related MSR Transfer Date (as defined below), OCWEN LOAN SERVICING, LLC (“OLS”), as a Subservicer, and as Servicer under the Designated Servicing Agreements prior to the related MSR Transfer Date, and CREDIT SUISSE AG, NEW YORK BRANCH (“Credit Suisse”), as administrative agent (the “Administrative Agent”). This Indenture Supplement relates to and is executed pursuant to that certain Base Indenture (as defined below), all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the several Underwriters SCHEDULE 1 Underwriter Principal Amount of Series 2017-C Notes Mizuho Securities USA LLC $ 450,000,000 Lloyds Securities Inc. $ 225,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 225,000,000 MUFG Securities Americas Inc. $ 225,000,000 BNP Paribas Securities Corp. $ 31,250,000 Scotia Capital (USA) Inc. $ 31,250,000 SMBC Nikko Securities America, Inc. $ 31,250,000 TD Securities (USA) LLC $ 31,250,000 Total $ 1,250,000,000 CONTENTS Clause Page 1Base Indenture as so supplemented by this Indenture Supplement being referred to as the “Indenture”). INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 2 3. PURCHASE, SALE AND DELIVERY OF NOTES 9 4. OFFERING BY UNDERWRITERS 9 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANTS OF THE UNDERWRITERS 12 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 17 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 21 11. NOTICES 21 12. NO BANKRUPTCY PETITION 22 13. SUCCESSORS 22 14. REPRESENTATION OF THE UNDERWRITERS 22 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 22 16. APPLICABLE LAW 24 17. COUNTERPARTS 24 18. ACKNOWLEDGMENT 24Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that 12 This SERIES 2021-PIAVF1 INDENTURE SUPPLEMENT (a) this Agreement is executed and delivered by Wilmington Trust Company (“Wilmington TrustIndenture Supplement”), not individually or personally but solely dated as owner trustee of November 15, 2021, is made by and among LOANDEPOT GMSR MASTER TRUST, a statutory trust organized under the laws of the TrustState of Delaware, in as issuer (the exercise “Issuer”), CITIBANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), XXXXXXXXX.XXX, LLC, a limited liability company organized under the laws of the powers State of Delaware (“loanDepot”), as servicer (the “Servicer”) and authority conferred and vested in it, as administrator (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust but made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any covenants, either expressed or implied, contained herein, all personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto“Administrator”), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation“CSFB”), representationa Delaware limited liability company, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documentas Administrative Agent (as defined herein). If the foregoing This Indenture Supplement relates to and is in accordance with your understandingexecuted pursuant to that certain Second Amended and Restated Base Indenture, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement between the Trust, the Depositor, NMAC and the several Underwriters in accordance with its terms. Very truly yours, NISSAN MASTER OWNER TRUST RECEIVABLES By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted dated as of the date first above written: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself hereof, including the schedules and exhibits thereto (as supplemented hereby, and as Representative amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture”), among the Issuer, loanDepot, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, PENTALPHA SURVEILLANCE LLC, a Delaware limited liability company, as credit manager (the “Credit Manager”), CSFB, as Administrative Agent, and the “Administrative Agents” from time to time parties thereto, all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the Base Indenture as so supplemented by this Indenture Supplement, collectively referred to as the “Indenture”). Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture, and the rules of interpretation set forth in Section 1.2 of the several Underwriters SCHEDULE 1 Underwriter Principal Amount of Series 2017-C Notes Mizuho Securities USA LLC $ 450,000,000 Lloyds Securities Inc. $ 225,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 225,000,000 MUFG Securities Americas Inc. $ 225,000,000 BNP Paribas Securities Corp. $ 31,250,000 Scotia Capital (USA) Inc. $ 31,250,000 SMBC Nikko Securities America, Inc. $ 31,250,000 TD Securities (USA) LLC $ 31,250,000 Total $ 1,250,000,000 CONTENTS Clause Page 1. INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 2 3. PURCHASE, SALE AND DELIVERY OF NOTES 9 4. OFFERING BY UNDERWRITERS 9 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANTS OF THE UNDERWRITERS 12 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 17 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 21 11. NOTICES 21 12. NO BANKRUPTCY PETITION 22 13. SUCCESSORS 22 14. REPRESENTATION OF THE UNDERWRITERS 22 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 22 16. APPLICABLE LAW 24 17. COUNTERPARTS 24 18. ACKNOWLEDGMENT 24Base Indenture shall apply equally herein.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that 20 THIS SERIES 2013-T3 AMENDED AND RESTATED INDENTURE SUPPLEMENT (a) this Agreement is executed and delivered by Wilmington Trust Company (“Wilmington TrustIndenture Supplement”), not individually or personally but solely dated as owner trustee of August 8, 2013, is made by and among HLSS SERVICER ADVANCE RECEIVABLES TRUST, a statutory trust organized under the laws of the TrustState of Delaware (the “Issuer”), in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust but made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any covenants, either expressed or implied, contained herein, all personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related document. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement between the Trust, the Depositor, NMAC and the several Underwriters in accordance with its terms. Very truly yours, NISSAN MASTER OWNER TRUST RECEIVABLES By: WILMINGTON DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely a national banking association, as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and accepted as of securities intermediary (the date first above written: MIZUHO SECURITIES USA LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director Acting “Securities Intermediary”), HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as Administrator on behalf of itself the Issuer, as owner of the economics associated with the servicing under the Designated Servicing Agreements, and as Representative Servicer under the Designated Servicing Agreements from and after the related MSR Transfer Date (as defined below), OCWEN LOAN SERVICING, LLC (“OLS”), as a Subservicer, and as Servicer under the Designated Servicing Agreements prior to the related MSR Transfer Date, and CREDIT SUISSE AG, NEW YORK BRANCH (“Credit Suisse”), as administrative agent (the “Administrative Agent”). This Indenture Supplement relates to and is executed pursuant to that certain Base Indenture (as defined below), all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the several Underwriters SCHEDULE 1 Underwriter Principal Amount of Series 2017-C Notes Mizuho Securities USA LLC $ 450,000,000 Lloyds Securities Inc. $ 225,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 225,000,000 MUFG Securities Americas Inc. $ 225,000,000 BNP Paribas Securities Corp. $ 31,250,000 Scotia Capital (USA) Inc. $ 31,250,000 SMBC Nikko Securities America, Inc. $ 31,250,000 TD Securities (USA) LLC $ 31,250,000 Total $ 1,250,000,000 CONTENTS Clause Page 1Base Indenture as so supplemented by this Indenture Supplement being referred to as the “Indenture”). INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 2 3. PURCHASE, SALE AND DELIVERY OF NOTES 9 4. OFFERING BY UNDERWRITERS 9 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANTS OF THE UNDERWRITERS 12 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 17 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 21 11. NOTICES 21 12. NO BANKRUPTCY PETITION 22 13. SUCCESSORS 22 14. REPRESENTATION OF THE UNDERWRITERS 22 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 22 16. APPLICABLE LAW 24 17. COUNTERPARTS 24 18. ACKNOWLEDGMENT 24Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.