Common use of Rights and Duties of Trustee Clause in Contracts

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c). (e) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Warrantholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee will issue receipts.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a1) In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b2) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, negligence or wilful misconduct or fraudmisconduct. (c3) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will or obligations of the Corporation hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such the act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (e4) The Trustee may, before commencing any such act, action or proceeding, or at any time during the continuance of any such act, action or proceeding thereof require the Warrantholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee will shall issue receipts. (5) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and of this section 10.2 and sections 10.3 and 10.8.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall be liable only for its own negligent action, its own negligent failure to act, or its own willful misconduct or bad faith or the breach of its standard of care. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting acting, to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) 11.4.1. In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the 11.4.2. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Holders hereunder shall be conditional upon the Warrantholders Holders furnishing, when required by notice in writing by the Trustee, sufficient funds and indemnity to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)powers. (e) 11.4.3. The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Holders at whose instance it is acting to deposit with the Trustee the Warrant Certificates Notes held by them, for which Warrant Certificates Notes the Trustee will shall issue receipts. 11.4.4. Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Indenture Legislation, this Section 11.4 and Section 11.5.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) 11.4.1 In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the 11.4.2 The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Holders hereunder shall be conditional upon the Warrantholders Holders furnishing, when required by notice in writing by the Trustee, sufficient funds and indemnity to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)powers. (e) 11.4.3 The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Holders at whose instance it is acting to deposit with the Trustee the Warrant Certificates Trust Notes held by them, for which Warrant Certificates Trust Notes the Trustee will shall issue receipts. 11.4.4 Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Indenture Legislation, this section 11.4 and section 11.5.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) 11.4.1 In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the 11.4.2 The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Holders hereunder shall be conditional upon the Warrantholders Holders furnishing, when required by notice in writing by the Trustee, sufficient funds and indemnity to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)powers. (e) 11.4.3 The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Holders at whose instance it is acting to deposit with the Trustee the Warrant Certificates TCPL Sub Notes held by them, for which Warrant Certificates TCPL Sub Notes the Trustee will shall issue receipts. 11.4.4 Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Indenture Legislation, this section 11.4 and section 11.5.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a1) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that the degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from from, or require any other person to indemnify the Trustee against, liability for its own gross negligence, wilful misconduct or fraudbad faith. (c2) Subject only to Paragraph 11.2(asubsection 10.02(1), the Trustee shall not be bound to do or take any act, action or proceeding for the enforcement of any of the obligations of the Corporation under this Indenture unless and until it shall have received a Warrantholders' Request specifying the act, action or proceeding that the Trustee is requested to take. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (e3) The Trustee mayTrustee, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, may require the Warrantholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) a. In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith. (c) Subject only to Paragraph 11.2(a), the b. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (e) c. The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting acting, to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee will shall issue receipts. d. Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it, is subject to the provisions of Applicable Legislation, this section and of section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith or any breach by it of its obligations or duties under this Indenture. (cb) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 9.2 and of Section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a1) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b2) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon on the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such the act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)hereinbefore provided. (e3) The Trustee may, may before commencing action or proceeding, or at any time during the continuance of any such act, action or proceeding thereof require the Warrantholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee will shall issue receipts. (4) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and of this section and section .

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a1) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders Debentureholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b2) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Debentureholders hereunder shall be conditional upon the Warrantholders Debentureholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (e3) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Debentureholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates Debentures held by them, for which Warrant Certificates Debentures the Trustee will shall issue receipts. (4) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Indenture Legislation, this section 12.3 and section 12.4. (5) Without limiting any protection or indemnity of the Trustee under any other provision hereof, or otherwise at law, the Corporation hereby agrees to indemnify and hold harmless the Trustee from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on , incurred by or asserted against the Trustee in connection with the performance of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence or fraud of the Trustee. This provision shall survive the resignation or removal of the Trustee, or the termination of the Indenture. The Trustee shall not be under any obligation to 144554\0512933.WP prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its counsel, may involve it in expense or liability, unless the Company shall, so often as required, furnish the Trustee with satisfactory indemnity and funding against such expense or liability.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) 10.2.1 In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the 10.2.2 The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon on the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such the act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)hereinbefore provided. (e) 10.2.3 The Trustee may, may before commencing action or proceeding, or at any time during the continuance of any such act, action or proceeding thereof require the Warrantholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee will shall issue receipts. 10.2.4 Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and of this section 10.2 and section 10.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith. (cb) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 9.2 and of Section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders and will exercise that degree of care, diligence and skill that a reasonably prudent trustee Trustee would exercise in comparable circumstances. Subject to the foregoing, the Trustee will be liable for its own wilful misconduct or gross negligence. The Trustee will not be liable for any act or default on the part of any agent employed by it or a co-Trustee, or for having permitted any agent or co-Trustee to receive and retain any money payable to the Trustee, except as aforesaid. (b) No provision Nothing herein contained shall impose any obligation on the Trustee to see to or require evidence of the registration or filing (or renewal thereof) of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraudany instrument ancillary or supplemental hereto or thereto. (c) Subject only to Paragraph 11.2(a), The Trustee shall not be: (i) accountable for the obligation use or application by the Issuer of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee Notes or the Warrantholders proceeds thereof; (ii) responsible to make any calculation with respect to any matter under this Indenture; (iii) liable for any error in judgment made in good faith unless negligent in ascertaining the pertinent facts; or (iv) responsible or liable for any failure or delay in the performance of its obligations under this Indenture will be conditional upon the Warrantholders furnishingarising out of or caused, when required directly or indirectly, by notice in writing by the Trusteecircumstances beyond its control, sufficient funds to commence including, without limitation, any provision of any law or continue such actregulation or any act of any governmental authority, action acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or proceeding malfunctions of utilities, computer (hardware or software) or communication services; cyberterrorism; accidents; labor disputes; acts of civil or military authority and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereofgovernmental action. (d) No provision of this Indenture will require The Trustee shall have the Trustee right to expend disclose any information disclosed or risk its own funds or otherwise incur financial liability released to it if, in the performance reasonable opinion of the Trustee, after consultation with Counsel, it is required to disclose under any applicable laws, court order or administrative directions, or if, in the reasonable opinion of the Trustee, it is required to disclose to its duties regulatory authority. The Trustee shall not be responsible or liable to any party for any loss or damage arising out of or in the exercise of any of its rights way sustained or powers unless indemnified and funded as provided incurred or in Paragraph 11.2(c)any way relating to such disclosure. (e) The Trustee may, before commencing shall not be responsible for any error made or at any time during act done by it resulting from reliance upon the continuance signature of any such Person on whose signature the Trustee is entitled to act, action or proceeding require refrain from acting, under a specific provision of this Indenture. (f) The Trustee shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the Warrantholders at whose instance Trustee from a Person purporting to be (and whom the Trustee, acting reasonably, believes in good faith to be) an authorized representative of the Issuer or a Holder, as sufficient instructions and authority of such party for the Trustee to act and shall have no duty to verify or confirm that Person is so authorized. The Trustee shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon, or compliance with, such instructions or directions, except to the extent any such losses, cost or expense are the direct result of gross negligence or willful misconduct on the part of the Trustee. The Issuer and the Holders agree: (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is acting to deposit fully informed of the protections and risks associated with the Trustee the Warrant Certificates held by them, for which Warrant Certificates various methods of transmitting instructions to the Trustee will issue receiptsand that there may be more secure methods of transmitting instructions than the method(s) selected by such party; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a1) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee and/or custodian would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from from, or require any other person to indemnify the Trustee against, liability for its own gross negligencenegligent action, wilful its own negligent failure to act, or its own willful misconduct or fraudbad faith. (c2) Subject only In addition to Paragraph 11.2(a)Section 6.1 above, the obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)powers. (e3) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts. (4) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 9.2 and of Section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) a. In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith. (c) Subject only to Paragraph 11.2(a), the b. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (e) c. The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting acting, to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee will shall issue receipts. d. Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it, is subject to the provisions of Applicable Legislation, this section 9.2 and of section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act or its own wilful misconduct or fraudbad faith. (cb) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting to deposit with the Trustee the Warrant Certificates Special Warrants held by them, for which Warrant Certificates Special Warrants the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 10.2 and of Section 10.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders Debentureholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(athe provisions of Subsection 13.2(a), the obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Debentureholders hereunder shall be conditional upon the Warrantholders Debentureholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Debentureholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates Debentures held by them, for which Warrant Certificates Debentures the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it, is subject to the provisions of Trust Indenture Legislation and of this Section 13.2 and of Section 13.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders Convertible Noteholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith. (cb) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Convertible Noteholders hereunder shall be conditional upon the Warrantholders Convertible Noteholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Convertible Noteholders, at whose instance it is acting to deposit with the Trustee the Warrant Certificates Convertible Notes held by them, for which Warrant Certificates Convertible Notes the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 9.2 and of Section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith. (cb) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting acting, to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, this Section 9.2 and Section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) a. In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will act honestly and in good faith with a view to the best interests of the Warrantholders and will shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) . No provision of this Indenture will shall be construed to relieve the Trustee from liability for its own gross negligencenegligent action, its own negligent failure to act, or its own wilful misconduct or fraudbad faith or any breach by it of its obligations or duties under the Indenture. (c) Subject only to Paragraph 11.2(a), the b. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and to hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (e) c. The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Warrantholders, at whose instance it is acting to deposit with the Trustee the Warrant Certificates Warrants held by them, for which Warrant Certificates Warrants the Trustee will shall issue receipts. d. Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 9.2 and of Section 9.3.

Rights and Duties of Trustee. The rights and duties of the Trustee are as follows: (a) In the exercise of the rights, rights and duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee will shall act honestly and in good faith with a view to the best interests of the Warrantholders Debentureholders as a whole and will exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (b) No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence, wilful misconduct or fraud. (c) Subject only to Paragraph 11.2(a), the The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders under this Indenture will Debentureholders hereunder shall be conditional upon the Warrantholders Debentureholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. (d) No provision . None of the provisions contained in this Indenture will shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified and funded as provided in Paragraph 11.2(c)aforesaid. (ec) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding proceeding, require the Warrantholders Debentureholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates Debentures held by them, for which Warrant Certificates Debentures the Trustee will shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of the Indenture Legislation, this section 12.3 and section 12.4. (e) In determining who is a U.S. Person, the Trustee may rely and shall be protected in relying solely upon the registered address of the Debentureholder or Common Share holder in the case that the Debenture has been converted or the address of the transferee as indicated on the form of transfer or conversion for the Debentures in question, as applicable, for all purposes. (f) 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 so to do under the terms hereof