Common use of Rights of the Trustee Clause in Contracts

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, an opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Convertible Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Convertible Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so actingdo things enumerated in this Indenture shall not be construed as a duty, and, if appropriate, an Opinion of Counsel. The and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care;adjustment to the Conversion Price or for any determination as to whether an adjustment is required and shall not be deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Company contemplated by Section 12.05(j). (ek) Subject to the limitations of TIA § 315(d) and Section 7.01(c), in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (l) The Trustee shall not be liable deemed to have notice of any Default, Event of Default or Designated Event unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default or Designated Event is received by the Trustee at the Corporate Trust Office for any action it takes the Trustee, and such notice references the Convertible Notes and this Indenture. In the absence of receipt of such notice or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) actual knowledge, the Trustee may consult with counsel conclusively assume that there is no Default, Event of Default or Designated Event. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its selection capacities hereunder, and the advice of such counsel or any Opinion of Counsel shall be full each agent, custodian and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andother persons employed to act hereunder. (gn) The Trustee may request that the Trustee shall be under no obligation Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders take specified actions pursuant to this Indenture, unless which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such Holders certificate previously delivered and not superseded. (o) In no event shall have offered to the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that the Trustee shall use reasonable security and indemnity against efforts which are consistent with accepted practices in the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionbanking industry to resume performance as soon as practicable under the circumstances.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer during normal business hours and upon reasonable notice, personally or by agent or attorney;attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bh) whenever The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee is requested shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. under this Indenture. (i) The Trustee shall not be liable for required to give any action it takes bond or omits surety in respect of the performance of its power and duties hereunder. (j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Deutsche Bank Trust Company Americas in each of its capacities hereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, Custodian and other Person employed to act hereunder. (k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;this Indenture shall not be construed as a duty. (cl) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible or liable for any failure or delay in the misconduct performance of its obligations under this Indenture arising out of or negligence caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of any agent appointed with due care;God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. (em) Anything in this Indenture notwithstanding, in no event shall the Trustee shall not be liable for special, indirect, punitive or consequential loss or damage of any action it takes kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers;damage and regardless of the form of action. (fn) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel The Company shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered provide prompt written notice to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionof any change to its fiscal year.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (b) whenever Before the Trustee is requested by the Company to act acts or refrain refrains from acting hereunderacting, the Trustee it may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, and an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad good faith in reliance on such Officer's Certificate and or Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate;. (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers;. (fe) the The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and. (gf) the The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Junior Indenture at the request or direction of any of the Holders pursuant to this Junior Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities (including reasonable counsel fees) which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be deemed to have notice of any Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is in fact such a default is received by the Trustee at the principal corporate trust office of the Trustee, and such notice references the applicable series of Debentures and this Indenture.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany during normal business hours and upon reasonable notice, personally or by agent or attorney;attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bh) whenever The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee is requested shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. under this Indenture. (i) The Trustee shall not be liable for required to give any action it takes bond or omits surety in respect of the performance of its power and duties hereunder. (j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Deutsche Bank Trust Company Americas in each of its capacities hereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, Custodian and other Person employed to act hereunder. (k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;this Indenture shall not be construed as a duty. (cl) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible or liable for any failure or delay in the misconduct performance of its obligations under this Indenture arising out of or negligence caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of any agent appointed with due care;God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. (em) Anything in this Indenture notwithstanding, in no event shall the Trustee shall not be liable for special, indirect, punitive or consequential loss or damage of any action it takes kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers;damage and regardless of the form of action. (fn) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel The Company shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered provide prompt written notice to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionof any change to its fiscal year.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization and protection of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) Neither the Trustee nor the Collateral Agent need exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided to the Trustee or the Collateral Agent, as applicable, security or indemnity satisfactory to the Trustee against any costs, loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make fit and will incur no liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled required to examine the books, records and premises give any bond or surety in respect of the Companyexecution of the trusts, personally or by agent or attorney;powers, and duties under this Indenture. (bJ) whenever The permissive rights of the Trustee is requested by the Company to act enumerated herein will not be construed as obligations or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counselduties. The Trustee shall not be liable for any action it takes or omits undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. (K) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (L) Neither the Trustee nor the Collateral Agent will be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal (including, the Accreted Principal Amount) of, or Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such Holders shall have offered a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the a Responsible Officer of the Trustee or the Collateral Agent at the Corporate Trust Office of the Trustee or the Collateral Agent, and such notice references the Notes, the Company and this Indenture and states that it is a notice of Default or Event of Default. (M) Notwithstanding anything to the contrary in this Indenture, other than this Indenture, the Notes and the Security Documents, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) None of the permissive rights of the Trustee enumerated in this Indenture will be construed as a duty.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. Person. (b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanySecuritization Entities, personally or by agent or attorney;, at the sole cost of the Master Issuer and the Trustee shall incur no liability by reason of such inquiry or investigation. (bg) whenever The right of the Trustee is requested by to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Company Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to act or refrain from acting hereunderhelp fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriatealso ask for formation documents such as articles of incorporation, an Opinion offering memorandum, or other identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of Counsel. the email communication will be required to complete a one-time registration process. (j) The Trustee shall not be responsible or liable for any action it takes failure or omits to take delay in the absence performance of bad faith in reliance on such Officer's Certificate and Opinion its obligations under this Indenture arising out of Counsel;or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances). (ck) whenever The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder. (l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments. (m) The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act. (n) Any request or direction of the Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order. (o) Whenever in the administration of this the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith faith, gross negligence or willful misconduct on its part, rely upon an Officer's Certificate;’s Certificate of the Master Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon. (dp) the The Trustee may act through agents and shall not be responsible for the misconduct accuracy of the books or negligence of records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care;care or any Paying Agent (other than the Trustee itself acting in that capacity). (eq) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments. (r) The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Servicer or the Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction. (s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, New Series Pro Forma DSCR or the Interest-Only DSCR. (t) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (u) The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document. (v) For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them. (w) The Trustee shall not be liable for have any action it takes responsibility to make any inquiry or omits to take investigation as to, and shall have no obligation in good faith which it reasonably believes to be authorized respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or within its rights the Manager on behalf of the Master Issuer) or powers; (f) the Trustee may consult with counsel terms of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection agreed upon procedures in respect of any action takensuch engagement; provided, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) however, that the Trustee shall be under no obligation authorized, upon receipt of a Company Order directing the same, to exercise execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the rights reports or powers vested in instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by this Indenture at such firm of Independent Auditors (including to the request or direction of Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Holders pursuant to this Indenture, unless such Holders shall have offered to Independent Auditors that the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionreasonably determines adversely affects it.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, Note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines will determine to make such further inquiry or investigation, it shall will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the sole cost of the Company and will incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bI) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including, without limitation, its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it in each of its capacities hereunder, and each agent, custodian and other Person employed to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgement, bond, debenture debenture, note, other evidence of indebtedness or other paper or documentdocuments, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 11.01, personally or by agent or attorney;and such notice references the Notes and this Indenture and states that it is a “Notice of Default.” (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names and individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered . (L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 11.01, personally or by agent or attorneyand such notice references the Notes and this Indenture and states that it is a “Notice of Default”; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall . (L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture. (N) Neither the Trustee nor any Note Agent will have offered any responsibility or liability for any actions taken or not taken by the Depositary. (O) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care; (e) adjustment to the Trustee Conversion Rate or for any determination as to whether an adjustment is required and shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect have knowledge of any action taken, suffered or omitted by adjustment unless and until it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to received the Trustee reasonable security and indemnity against notice from the costs, expenses and liabilities which might be incurred Company contemplated by it in compliance with such request or directionSection 12.05(j).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by two Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the holders of Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so actingdo things enumerated in this Indenture shall not be construed as a duty, and, if appropriate, an Opinion of Counsel. The and the Trustee shall not be liable answerable for any action it takes other than its gross negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care; (e) adjustment to the Trustee Conversion Price of the Notes or for any determination as to whether an adjustment is required and shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect have knowledge of any action taken, suffered or omitted by adjustment until it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to received the Trustee reasonable security and indemnity against notice from the costs, expenses and liabilities which might be incurred Company contemplated by it in compliance with such request or directionSection 12.5(j).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent or attorney appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be deemed to have notice or knowledge of any Default or Event of Default unless written notice of any event that is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (I) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, including as Note Agents, and each agent, custodian and other Person employed to act hereunder. (J) The permissive rights of the Trustee to take certain actions under this Indenture will not be construed as a duty unless so specified in this Indenture. (K) The Trustee is not bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the sole cost of the Company, and will incur no liability of any kind by reason of such inquiry or investigation. (bL) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall will not be liable for required to give any action it takes bond or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection surety in respect of any action taken, suffered or omitted by it hereunder in good faith the performance of its powers and in reliance thereon; andduties under this Indenture. (gM) The Trustee may request that the Trustee shall be under no obligation Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders take specified actions pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make fit and will incur no liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled required to examine the books, records and premises give any bond or surety in respect of the Companyexecution of the trusts, personally or by agent or attorney;powers, and duties under this Indenture. (bJ) whenever The permissive rights of the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counselenumerated herein will not be construed as duties. The Trustee shall not be liable for any action it takes or omits undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. (K) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (L) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such Holders shall have offered to a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the a Responsible Officer of the Trustee reasonable security at the Corporate Trust Office of the Trustee, and indemnity against such notice references the costsNotes, expenses the Company and liabilities which might be incurred by this Indenture and states that it in compliance with such request is a notice of Default or directionEvent of Default.

Rights of the Trustee. (a) Except as otherwise provided in by Section 7.01 hereof11.1: (ai) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person. . (ii) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (iii) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however that, so long as a Financial Insurance Provider is the Controlling Party, the Trustee shall receive the consent of the Controlling Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or any other Security Agreement. (v) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or the Controlling Party, pursuant to the provisions of the Indenture, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby or shall have reasonable grounds to believe that repayment of such costs, expenses and liabilities is not reasonably assured to it. (vi) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;Controlling Party. (bvii) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes losses or omits liquidation penalties in connection with Permitted Investments (other than as an obligor with respect to take in any Permitted Investments for which the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;institution acting as Trustee is an obligor). (cb) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the The Trustee shall not be liable for any action it takes the acts or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect omissions of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered successor to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received from the books, records and premises Company or any Holder by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee, personally or by agent or attorneyand such notice references the Notes and this Indenture; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. . (b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanySecuritization Entities, personally or by agent or attorney;, at the sole cost of the Master Issuer and the Trustee shall incur no liability by reason of such inquiry or investigation. (bg) whenever The right of the Trustee is requested by to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Company Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to act or refrain from acting hereunderhelp fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriatealso ask for formation documents such as articles of incorporation, an Opinion offering memorandum, or other identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of Counsel. the email communication will be required to complete a one-time registration process. (j) The Trustee shall not be responsible or liable for any action it takes failure or omits to take delay in the absence performance of bad faith in reliance on such Officer's Certificate and Opinion its obligations under this Indenture arising out of Counsel;or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances). (ck) whenever The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder. (l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments. (m) The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act. (n) Any request or direction of the Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order. (o) Whenever in the administration of this the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith faith, gross negligence or willful misconduct on its part, rely upon an Officer's Certificate;’s Certificate of the Master Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon. (dp) the The Trustee may act through agents and shall not be responsible for the misconduct accuracy of the books or negligence of records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care;care or any Paying Agent (other than the Trustee itself acting in that capacity). (eq) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments. (r) The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Servicer or the Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction. (s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, New Series Pro Forma DSCR or the Interest-Only DSCR. (t) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (u) The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document. (v) For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them. (w) The Trustee shall not be liable for have any action it takes responsibility to make any inquiry or omits to take investigation as to, and shall have no obligation in good faith which it reasonably believes to be authorized respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or within its rights the Manager on behalf of the Master Issuer) or powers; (f) the Trustee may consult with counsel terms of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection agreed upon procedures in respect of any action takensuch engagement; provided, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) however, that the Trustee shall be under no obligation authorized, upon receipt of a Company Order directing the same, to exercise execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the rights reports or powers vested in instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by this Indenture at such firm of Independent Auditors (including to the request or direction of Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Holders pursuant to this Indenture, unless such Holders shall have offered to Independent Auditors that the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionreasonably determines adversely affects it.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution; (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bI) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee It shall not be liable for any action it takes or omits to take in the absence duty of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable to see that a matter be proved any duties or established prior to takingobligations imposed herein upon the Company or other persons are performed, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable or responsible for the failure of the Company or such other persons to perform any action it takes act required of them by this Indenture. (J) The Trustee shall not be deemed to have notice of any Default or omits Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the office of the Trustee, and such notice references the Securities and this Indenture. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (L) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by it that is believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) Delivery of reports, information and documents to the Trustee pursuant to Sections 3.02 and 3.03 and Articles 4 and 5 is for information purposes only, and the Trustee’s receipt of the foregoing will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s certificate).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its reasonable selection; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, Trustee may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the Corporate Trust Office, personally or by agent or attorneyand such notice references the Notes and this Indenture and states that it is a “Notice of Default”; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so actingin each of its capacities under this Indenture, and, if appropriate, an Opinion of Counsel. including as Note Agent. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture. (L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture. (N) Neither the Trustee nor any agent will have any responsibility or liability for any actions taken or not taken by the Depositary. (O) Notwithstanding anything to the contrary in this Indenture, unless other than this Indenture and the Notes, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such Holders agreement has been provided to the Trustee. (P) Neither the Trustee nor any agent, shall have offered any obligation to (a) monitor the stock price, make any calculation or determine whether the Notes may be surrendered for conversion or (b) notify the Company, the Depositary or the Holders, whether the Notes have become convertible. (Q) The rights, protections, immunities and indemnities afforded to the Trustee reasonable security under this Indenture shall also be afforded to each Note Agent hereunder; provided (i) a Note Agent shall only be liable to extent of its gross negligence or willful misconduct; and indemnity against (ii) in and during an Event of Default, only the costsTrustee, expenses and liabilities which might not any Note Agent, shall be incurred by it in compliance with such request or directionsubject to the prudent person standard.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest or Special Interest is owing or accruing, on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable, is payable or accruing. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes (including the Registration Rights Agreement and any Notice and Questionnaire(s)). (M) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated in this Indenture will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes. (M) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and, if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is actually received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 12.01, personally or by agent or attorney;and such notice references the Notes and this Indenture and states that it is a “Notice of Default”. (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it in each of its capacities under this Indenture and shall apply to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. each Note Agent hereunder. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall . (L) The permissive rights of the Trustee enumerated herein will not be construed as duties. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture. (N) Neither the Trustee nor any Note Agent will have offered any responsibility or liability for any actions taken or not taken by the Depositary. (O) Notwithstanding anything to the contrary in this Indenture, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee shall be entitled to request and receive written instructions from the Company. The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make fit and will incur no liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled required to examine the books, records and premises give any bond or surety in respect of the Companyexecution of the trusts, personally or by agent or attorney;powers, and duties under this Indenture. (bJ) whenever The permissive rights of the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counselenumerated herein will not be construed as duties. The Trustee shall undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. (K) Delivery of reports and documents to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt of such reports and documents will not be liable for constitute actual or constructive notice of any action it takes information contained therein or omits determinable from information contained therein. (L) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (M) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such Holders shall have offered to a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the a Responsible Officer of the Trustee reasonable security at the Corporate Trust Office of the Trustee, and indemnity against such notice references the costsNotes, expenses the Company and liabilities which might be incurred by this Indenture and states that it in compliance with such request is a notice of Default or directionEvent of Default.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by it that is believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) In no event will the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Trustee has been advised of the likelihood or such loss or damage and regardless of the form of action. (H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, and each agent, custodian and other Person employed to act under this Indenture, and will survive the termination of this Indenture. (I) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (J) The Trustee will not be required to give any bond or surety in respect of the performance of its powers and duties under this Indenture. (K) The permissive rights of the Trustee to do things enumerated in this Indenture will not be construed as a duty unless so specified in this Indenture. (L) No provision of this Indenture will be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, in the performance of its duties or obligations under this Indenture, or to exercise any right or power under this Indenture, to the extent that taking or omitting to take such action would violate applicable law binding upon it.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 11.01, personally or by agent or attorneyand such notice references the Notes and this Indenture and states that it is a “Notice of Default”; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so actingin each of its capacities under this Indenture, and, if appropriate, an Opinion of Counsel. including as Note Agent. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall . (L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture. (N) Neither the Trustee nor any Note Agent will have offered any responsibility or liability for any actions taken or not taken by the Depositary. (O) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. . (b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Control Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence, fraud, bad faith and willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Transaction Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Transaction Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party pursuant to the provisions of this Base Indenture, any Series Supplement or any other Transaction Document, unless the Trustee has been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction. (f) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanySecuritization Entities, personally or by agent or attorney;, at the sole cost of the Issuer and the Trustee shall incur no liability by reason of such inquiry or investigation. (bg) whenever The right of the Trustee is requested by to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Company Trustee shall be not be liable in the absence of negligence, fraud, bad faith or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to act or refrain from acting hereunderhelp fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriatealso ask for formation documents such as articles of incorporation, an Opinion offering memorandum, or other identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of Counsel. the email communication will be required to complete a one-time registration process. (j) The Trustee shall not be responsible or liable for any action it takes failure or omits to take delay in the absence performance of bad faith in reliance on such Officer's Certificate and Opinion its obligations under this Base Indenture arising out of Counsel;or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances). (ck) whenever The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder. (l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments. (m) The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act. (n) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Company Order. (o) Whenever in the administration of this the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith faith, gross negligence or willful misconduct on its part, rely upon an Officer's Certificate;’s Certificate of the Issuer, the Manager or the Control Party and shall incur no liability for its reliance thereon. (dp) the The Trustee may act through agents and shall not be responsible for the misconduct accuracy of the books or negligence records of, or for any acts or omissions of DTC, any transfer agent (other than the Trustee itself acting in that capacity), any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care;care or any Paying Agent (other than the Trustee itself acting in that capacity). (eq) The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments. (r) The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Control Party or the Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Control Party or the Issuer to provide timely written investment direction. (s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the P&I DSCR or the Interest-Only DSCR. (t) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Bank, in each case, with respect to each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (u) The Trustee shall be afforded, in each Transaction Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Transaction Document. (v) For any purpose under the Transaction Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of any of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of any of them. (w) The Trustee shall not be liable for have any action it takes responsibility to make any inquiry or omits to take investigation as to, and shall have no obligation in good faith which it reasonably believes to be authorized respect of, the terms of an engagement of Independent Auditors by the Issuer (or within its rights the Manager on behalf of the Issuer) or powers; (f) the Trustee may consult with counsel terms of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection agreed upon procedures in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonsuch engagement; and (g) provided that the Trustee shall be under no obligation authorized, upon receipt of a Company Order directing the same, to exercise execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the rights reports or powers vested in instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Issuer has agreed that the procedures to be performed by the Independent Auditors are sufficient for the Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by this Indenture at such firm of Independent Auditors (including to the request or direction of Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Holders pursuant to this Indenture, unless such Holders shall have offered to Independent Auditors that the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionreasonably determines adversely affects it.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and. (gc) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders Noteholders or any other Secured Party, pursuant to the provisions of this IndentureBase Indenture or any Series Supplement, unless such Holders the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the sole cost of the Co-Issuers and the Trustee shall incur no liability by reason of such inquiry or investigation. (g) The right of the Trustee to perform any discretionary act enumerated in compliance this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such request as articles of incorporation, an offering memorandum, or directionother identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Trustee’s secure website xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time. (j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 11.01, personally or by agent or attorneyand such notice references the Notes and this Indenture and states that it is a “Notice of Default”; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered . (L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Subject to Section 7.01 hereof7.01: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by Officers of the Issuer. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the Holders pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) Except for the confirmation of the Net Total Assets by the Mexican Trustee or as otherwise required pursuant to Section 7.01(b), neither the Trustee nor the Mexican Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or document, but document unless requested in writing to do so by the Trustee, Holders of not less than a majority in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, aggregate principal amount of the Notes then outstanding; provided that if the Trustee determines or the Mexican Trustee determine in its discretion to make any such further inquiry or investigation, it then they shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the CompanyIssuer, personally or by agent or attorney;, and the reasonable expenses of every such examination shall be paid by the Issuer or, if paid by the Trustee, the Mexican Trustee or any predecessor Trustee or Mexican Trustee, shall be reimbursed by the Issuer upon demand. (bi) whenever The permissive rights of the Trustee is requested by or the Company Mexican Trustee to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counseldo things enumerated in this Indenture shall not be construed as a duty. The Trustee and the Mexican Trustee shall not be liable answerable for any action it takes other than their respective negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care;adjustment to the Conversion Rate or for any determination as to whether an adjustment is required and shall not be deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Issuer contemplated by Section 12.05(e). (ek) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(a) or Section 6.01(b), or (ii) any Event of Default of which a Trust Officer of the Trustee shall have received written notification or otherwise obtained actual knowledge. (l) Whenever by the terms of this Indenture, the Trustee shall be required to transmit notices or reports to any or all Holders, the Trustee shall be entitled to conclusively rely on the information provided by the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee, the Trustee shall not be responsible for the accuracy of such information. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by (i) the Trustee in each of its capacities hereunder (including as Registrar and Conversion Agent); (ii) to each agent, custodian, and any other such Persons employed to act hereunder; and (iii) to the Mexican Trustee. (n) In no event shall the Trustee be responsible or liable for any action it takes failure or omits to take delay in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel performance of its selection obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and the advice interruptions, loss or malfunctions of such counsel utilities, communications or any Opinion of Counsel shall be full computer (software and complete authorization and protection in respect of any action taken, suffered or omitted by hardware) services (it hereunder in good faith and in reliance thereon; and (g) being understood that the Trustee shall be use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under no obligation the circumstances). (o) The Trustee or the Mexican Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders take specified actions pursuant to this Indenture, unless such Holders . (p) In no event shall have offered to the Trustee reasonable security be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and indemnity against regardless of the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionform of action.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest or Special Interest is owing or, if applicable, accruing, on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable, is payable or, if applicable, accruing. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes. (M) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by the Indenture. (E) Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by the Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee shall not be deemed to have notice of a Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default or unless written notice of any event that is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture. (I) The rights, privileges, protections, immunities and benefits given to the Trustee, including, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder. (J) The Trustee shall not be required to give any bond or surety or to expend or risk its own funds in respect of the performance of its powers and duties hereunder. (K) The Trustee shall not be liable or responsible for any action or inaction of any clearinghouse or depositary. (L) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (bM) whenever the The Trustee is requested by may request that the Company to act deliver a certificate setting forth the names of individuals or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion titles of Counsel. The Trustee shall not be liable for any action it takes or omits officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to . (N) The permissive rights of the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might enumerated herein shall not be incurred by it in compliance with such request or directionconstrued as duties.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have offered Holder has offered, and if requested; provided the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture, the Notes and any notices or certificates provided in connection therewith. (K) The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee, personally or by agent or attorneyand such notice references the Notes and this Indenture; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to . (L) The permissive rights of the Trustee reasonable security enumerated herein will not be construed as duties. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and indemnity against powers under this Indenture. (N) Neither the costs, expenses and liabilities which might be incurred Trustee nor any Agent will have any responsibility or liability for any actions taken or not taken by it in compliance with such request or directionthe Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Securities of any series pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Securities of that series then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee do things enumerated in this Indenture shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate construed as a duty and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionwillful misconduct.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and, if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee, personally or by agent or attorneyand such notice references the Notes and this Indenture; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to . (L) The permissive rights of the Trustee reasonable security enumerated herein will not be construed as duties. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and indemnity against powers under this Indenture. (N) Neither the costs, expenses and liabilities which might be incurred Trustee nor any Agent will have any responsibility or liability for any actions taken or not taken by it in compliance with such request or directionthe Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may shall be entitled to conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized in reliance on such Officer’s Certificate or within its rights or powers; (f) the Opinion of Counsel. The Trustee may consult with counsel of its selection selection; and the written advice of such counsel counsel, or any Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the acts, omissions, misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action taken, suffered it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in reliance thereon; andit by this Indenture. (gE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by claims, liability, cost or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of (J) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and shall extend to the Trustee’s officers, directors, attorneys, employees, agents, custodians and other persons employed to act hereunder. 

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) All money Proceeds received by the Trustee may rely on any document believed hereunder shall be held by it the Trustee for the benefit of the Holders in a Collateral Account. All Proceeds while held by the Trustee in a Collateral Account (or by the Pledgor in trust for the Trustee) shall continue to be genuine held as collateral security for all the Obligations and to have been signed or presented by the proper person. The Trustee shall not be bound to make any investigation into the facts or matters stated constitute payment thereof until applied as provided in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;paragraph 8(a). (b) whenever If an Event of Default shall occur and be continuing and the Trustee is requested by shall give notice of its intent to exercise such rights to the Company Pledgor, (1) the Trustee shall have the right to act or refrain from acting hereunder, receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Trustee may require an Officer's Certificate directing it to act or refrain from so actingdetermine, and, if appropriate, an Opinion and (2) all shares of Counsel. The Trustee the Pledged Stock shall not be liable for any action it takes or omits to take registered in the absence name of bad faith in reliance on the Trustee or its nominee, and the Trustee or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Officer's Certificate shares of the Pledged Stock at any meeting of shareholders of the Stock Issuer or otherwise and Opinion (B) any and all rights of Counsel; conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (c) whenever including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the administration corporate structure of this Indenture the Stock Issuer, or upon the exercise by the Pledgor or the Trustee of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Trustee may determine), all without liability except to account for property actually received by it, but the Trustee shall deem it desirable that a matter be proved have no duty to the Pledgor to exercise any such right, privilege or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents option and shall not be responsible for the misconduct any failure to do so or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take delay in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionso doing.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and. (gc) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders Noteholders or any other Secured Party, pursuant to the provisions of this IndentureBase Indenture or any Series Supplement, unless such Holders the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the sole cost of the Co-Issuers and the Trustee shall incur no liability by reason of such inquiry or investigation. (g) The right of the Trustee to perform any discretionary act enumerated in compliance this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such request as articles of incorporation, an offering memorandum, or directionother identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Trustee’s secure website xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling 000-000-0000 (in the U.S.) or 000-000-0000 at any time. (j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1 (Duties of the Trustee) of this Base Indenture: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any document reasonably believed by it to be genuine and to have been signed by or presented by the proper person. (b) The Trustee may in good faith consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall, absent manifest error, be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The appointment of agents (other than legal counsel) pursuant to this subsection (c) shall be subject to the prior consent of HVF III, which consent shall not be unreasonably withheld. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers conferred upon it by this Base Indenture; provided that, the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of the Majority Indenture Investors, the Required Series Noteholders or any of the Noteholders, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Majority Indenture Investors or the Required Series Noteholders of any Series of Notes, shall have offered to the Trustee reasonable security or reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by HVF III (that, in any such case, has not been cured), to exercise such rights and powers vested in it by this Base Indenture or any Series Supplement as provided herein or therein, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (f) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Trustee, Majority Indenture Investors or the Required Series Noteholders of any Series of Notes. If the Trustee is so requested by the Majority Indenture Investors or the Required Series Noteholders of any Series of Notes or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled entitled, upon reasonable notice and upon reasonable request, to examine the books, records and premises of the CompanyHVF III, personally or by agent or attorney;, at the sole cost of HVF III and the Trustee shall incur no liability by reason of such inquiry or investigation. (bg) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes losses or omits liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct, negligence or bad faith. (h) The Trustee shall not have any duty or obligation to determine (i) the valuation of the Collateral or (ii) the allocation of the Vehicles. (i) The Trustee shall not be required to take in the absence any action pursuant to any request or direction of bad faith in reliance on HVF III unless such Officer's Certificate and Opinion of Counsel;request or direction is sufficiently evidenced by a Company Request or Company Order. (cj) whenever Whenever in the administration of this Base Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith on its part, conclusively rely upon an Officer's ’s Certificate;. (dk) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, The Bank of New York Mellon Trust Company, N.A. (and any successor, replacement or assignee thereof) in each of its capacities (including, without limitation, as Trustee and as Collateral Agent) hereunder and under any other Related Documents, and each agent, custodian and other person employed to act hereunder and under any other Related Document. (l) The Trustee may request that HVF III deliver an incumbency certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Base Indenture, which incumbency certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (m) In no event shall the Trustee may act through agents and shall not be responsible or liable for any failure or delay in the misconduct performance of its obligations hereunder arising out of or negligence caused by, directly or indirectly, forces beyond its reasonable ability to control or mitigate, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services, pandemics or epidemics; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (n) In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any agent appointed with due care;kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (eo) the The Trustee shall not be liable for deemed to have notice of any action it takes Potential Amortization Event or omits to take Amortization Event unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in good faith which it reasonably believes to be authorized or within its rights or powers; (f) fact such a default is received by the Trustee may consult with counsel at the Corporate Trust Office of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of and such notice references the rights Notes or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Base Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 11.01, personally or by agent or attorneyand such notice references the Notes and this Indenture and states that it is a “Notice of Default”; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so actingin each of its capacities under this Indenture, and, if appropriate, an Opinion of Counsel. including as Note Agent. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall . (L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture. (N) Neither the Trustee nor any Agent will have offered any responsibility or liability for any actions taken or not taken by the Depositary. (O) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate. The Trustee may consult with counsel; and the advice of such counsel will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not have any duty or liability in respect of any recording, filing, or depositing of this Indenture or any other agreement or instrument. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document. (I) The Trustee will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has received written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (J) In no event will the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee will have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or failure to provide timely written direction. (K) In no event will the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action in which such damages are sought. (L) The right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document will not be construed as a duty. (M) The Trustee will be fully justified in failing or refusing to take any action under this Indenture or any other related document if such action (A) would, in the reasonable opinion of the Trustee, in its discretiongood faith (which may be based on the advice or opinion of counsel), may make such further inquiry be contrary to applicable law, this Indenture or investigation into such facts any other related document, or matters as it may see fit, and, if the Trustee determines to make such further inquiry (B) is not provided for in this Indenture or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;any other related document. (bN) whenever The Trustee may earn compensation in the form of short-term interest on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Trustee is requested by the Company directed not to act invest, deposits awaiting investment direction or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes received too late to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection invested overnight in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpreviously directed investments.

Rights of the Trustee. Except as otherwise provided in Subject to Section 7.01 hereof7.01: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by Officers of the Issuer. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the Holders pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) Except for the confirmation of the Net Total Assets by the Mexican Trustee or as otherwise required pursuant to Section 7.01(b), neither the Trustee nor the Mexican Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or document, but document unless requested in writing to do so by the Trustee, Holders of not less than a majority in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, aggregate principal amount of the Notes then outstanding; provided that if the Trustee determines or the Mexican Trustee determine in its discretion to make any such further inquiry or investigation, it then they shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the CompanyIssuer, personally or by agent or attorney;, and the reasonable expenses of every such examination shall be paid by the Issuer or, if paid by the Trustee, the Mexican Trustee or any predecessor Trustee or Mexican Trustee, shall be reimbursed by the Issuer upon demand. (bi) whenever The permissive rights of the Trustee is requested by or the Company Mexican Trustee to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counseldo things enumerated in this Indenture shall not be construed as a duty. The Trustee and the Mexican Trustee shall not be liable answerable for any action it takes other than their respective negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care;adjustment to the Conversion Rate or for any determination as to whether an adjustment is required and shall not be deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Issuer contemplated by Section 12.05(e). (ek) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(a) or Section 6.01(b), or (ii) any Event of Default of which a Trust Officer of the Trustee shall have received written notification. (l) Whenever by the terms of this Indenture, the Trustee shall be required to transmit notices or reports to any or all Holders, the Trustee shall be entitled to conclusively rely on the information provided by the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee, the Trustee shall not be responsible for the accuracy of such information. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by (i) the Trustee in each of its capacities hereunder (including as Registrar, Calculation Agent and Conversion Agent); (ii) to each agent, custodian, and any other such Persons employed to act hereunder; and (iii) to the Mexican Trustee. (n) In no event shall the Trustee be responsible or liable for any action it takes failure or omits to take delay in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel performance of its selection obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and the advice interruptions, loss or malfunctions of such counsel utilities, communications or any Opinion of Counsel shall be full computer (software and complete authorization and protection in respect of any action taken, suffered or omitted by hardware) services (it hereunder in good faith and in reliance thereon; and (g) being understood that the Trustee shall be use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under no obligation the circumstances). (o) The Trustee or the Mexican Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders take specified actions pursuant to this Indenture, unless such Holders . (p) In no event shall have offered to the Trustee reasonable security be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and indemnity against regardless of the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionform of action.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (bI) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (J) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to . (K) The permissive rights of the Trustee reasonable security enumerated herein will not be construed as duties imposed on the Trustee. (L) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and indemnity against powers under this Indenture. (M) Neither the costs, expenses and liabilities which might be incurred Trustee nor any Agent will have any responsibility or liability for any actions taken or not taken by it in compliance with such request or directionthe Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (J) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts, andpowers, if duties or performance of this Indenture or otherwise. (K) Unless a Responsible Officer of the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by has received notice from the Company to act that Additional Interest or refrain from acting hereunderSpecial Interest is owing or accruing, on the Notes, the Trustee may require an Officer's Certificate directing it assume that no Additional Interest or Special Interest, as applicable, is payable or accruing. (L) The rights, privileges, protections, immunities and benefits given to act or refrain from so actingthe Trustee, andincluding its right to be compensated, if appropriatereimbursed and indemnified, an Opinion are extended to, and will be enforceable by, the Trustee in each of Counsel. its capacities under this Indenture, including as Note Agent. (M) The Trustee shall will not be liable charged with knowledge of any document or agreement other than this Indenture and the Notes or any other document it receives pursuant to the terms hereof. (N) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action it takes taken or omits not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary. (O) Delivery of reports and documents (other than notices delivered pursuant to the terms hereof) to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt of such reports and documents will not constitute constructive notice of any information contained therein or determinable from information contained therein. (P) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (Q) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such Holders shall have offered to a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by a Responsible Officer of the Trustee reasonable security at the Corporate Trust Office of the Trustee, and indemnity against such notice references the costsNotes, expenses the Company and liabilities which might be incurred by it in compliance with such request or directionthis Indenture.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered and, if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder). (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (K) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee specified in Section 11.01, personally or by agent or attorney;and such notice references the Notes and this Indenture and states that it is a “Notice of Default.” (bL) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so actingin each of its capacities under this Indenture, and, if appropriate, an Opinion of Counsel. including as Note Agent. (M) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall . (N) Neither the Trustee nor any Note Agent will have offered any responsibility or liability for any actions taken or not taken by the Depositary. (O) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have offered Holder has offered, and, if requested, provided the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated in this Indenture will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes. (M) The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (N) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, Opinion of Counsel, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed in good faith by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the holders of Securities pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Securities then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so actingdo things enumerated in this Indenture shall not be construed as a duty, and, if appropriate, an Opinion of Counsel. The and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care; adjustment to the Conversion Rate (eor Conversion Price) the Trustee or for any determination as to whether an adjustment is required and shall not be liable for deemed to have knowledge of any action adjustment unless and until it takes or omits shall have received the notice from the Company contemplated by Section 11.11. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder. (l) The Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such Holders shall have offered to the Trustee reasonable security certificate previously delivered and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionnot superseded.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) Any request or direction of the Company shall be sufficiently evidenced by a Company Order (in each case, other than delivery of any Note, to the Trustee for authentication and delivery pursuant to Section 2.02 which shall be sufficiently evidenced as provided therein). The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail (PDF only), facsimile transmission or other similar unsecured electronic methods, provided, however, that the Company shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. Subject to Section 10.01, the Trustee shall not be liable for any losses, damages, costs, fees or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or inconsistency with a subsequent written instruction. The Company agrees 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 by third parties. (I) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder. (J) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (K) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof11.1: (a) The Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon and in accord with, without any duty to verify or review (unless expressly required by the terms of this Indenture or any other Transaction Document to which the Trustee may rely on is a party) the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the Monthly Noteholders’ Statement, any resolution, Conn Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion (including any Opinion of Counsel), report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper personPerson. Subject to Section 11.1, the Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, the Trustee may, at the reasonable expense of the Issuer require a Conn Officer’s Certificate or consult with counsel of its selection and the Conn Officer’s Certificate or the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians and nominees and the Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith or a breach of the express terms of this Indenture caused by its own negligence, willful misconduct or bad faith. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement or any other Transaction Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Base Indenture or any Series Supplement or any other Transaction Document, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein or therein shall, however, relieve the Trustee of the obligations, upon receipt by a Trust Officer of written notice of the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Base Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (f) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificatecertificate (including any Conn Officer’s Certificate), statement, instrument, opinionopinion (including any Opinion of Counsel), report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or documentdocument (including, the Monthly Servicer’s Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee or the Monthly Noteholders’ Statement), unless requested in writing so to do by the Holders of Notes evidencing not less than 25% of the aggregate outstanding principal balance of Notes of any Series which could be materially adversely affected if the Trustee does not perform such acts, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer, personally or by agent or attorney; (b) whenever attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however, that if the payment within a reasonable time to the Trustee is requested of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Company security afforded to act or refrain from acting hereunderit by the terms of this Indenture, the Trustee may require an Officer's Certificate directing security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred thereby as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. (g) The Trustee shall have no liability for the selection of Permitted Investments and shall not be liable for any losses (including, without limitation, any loss of principal or interest) or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct or negligence. The Trustee shall have no obligation to invest or reinvest any amounts except as provided in this Indenture and as directed by the Issuer (or the initial Servicer on its behalf). Notwithstanding the foregoing, if the initial Servicer is removed or replaced, the selected Permitted Investment for investment or reinvestment as provided in this Indenture shall be as in effect on the date of such removal or replacement. In the absence of written instructions received by the Trustee in accordance with the second sentence of this paragraph, all amounts held in the Trust Accounts shall remain uninvested and the Trustee shall not be required to pay, or be liable for, any interest or earnings on such amounts. Unless specifically otherwise provided in this Indenture, any earnings on investments of the funds in any Trust Account shall become part of such Trust Account, and shall be disbursed from such Trust Account as and when set forth in this Indenture, and the parties hereto understand and agree that the Trustee and its Affiliates may provide various services with respect to Permitted Investments and may be paid fees for such services. Similarly, the parties hereto understand and agree that proceeds of the sale of Permitted Investments will be delivered on the Business Day on which the appropriate instructions are received by the Trustee if received prior to the deadline for same day sale of such Permitted Investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding Business Day. The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations or advice. (h) The Trustee shall not be liable for the acts or omissions of any successor to the Trustee so long as such acts or omissions were not the result of the negligence, bad faith or willful misconduct of the predecessor Trustee. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (j) Except as may be required by Sections 11.1(b)(ii) , 11.1(i), 11.2(a) and 11.2(f), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables Trust Estate for the purpose of establishing the presence or absence of defects, the compliance by the Seller, the Parent or the Servicer with their respective representations and warranties or for any other purpose. (k) Without limiting the generality of this Section, the Trustee shall have no duty (i) to see to any recording or filing of any financing statement or continuation statement evidencing a security interest in the Receivables, or to see to the maintenance of any such recording or filing or to any rerecording, refiling or redepositing of any thereof, (ii) to confirm or verify the contents of any reports or certificates of the Servicer or the Issuer delivered to the Trustee pursuant to this Indenture or the other Transaction Documents believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties or (iii) to inspect the Receivables at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of books, records, files and computer records relating to the Receivables. (l) The Trustee shall not be responsible to any Person for (i) the value, validity, effectiveness, genuineness, enforceability (other than as to the Trustee with respect to this Indenture) or sufficiency of this Indenture or any other document referred to or provided for herein or therein or, except as may otherwise be required by law, of the Receivables Trust Estate held by the Trustee hereunder, or (ii) the validity, perfection, priority or enforceability of the Liens in any of the Receivables Trust Estate, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee), the validity of the title to the Receivables Trust Estate, insuring the Receivables Trust Estate or the payment of taxes, charges, assessments or Liens upon the Receivables Trust Estate. (m) Whenever the Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Indenture or any other Transaction Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Indenture or any other Transaction Document, or is, or appears to be, in conflict with any other applicable provision, or is silent or is incomplete as to the course of action to be adopted, the Trustee may give notice to the Holders and request written direction therefrom, as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with the written direction of the Required Noteholders (or, if applicable, the Required Noteholders) of any one or more applicable Series, the Trustee shall not be liable on account of such action. If the Trustee shall not have received appropriate written direction within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice), it may, but will be under no duty to, take or refrain from so actingtaking such action, andnot inconsistent with this Indenture, if appropriateas it deems to be in the best interests of the Holders, an Opinion and the Trustee shall not have any liability to the Issuer, the Holders or any other Person for such action or inaction. (n) Without limiting any other provision of Counsel. this Indenture or any other Transaction Document, the Trustee shall not be charged with any knowledge held by or imputed to any of the Holders, the Issuer, the Servicer or any other Person. (o) The Trustee shall not be liable for any action it takes delays in performance for causes beyond its control, including, but not limited to, fire, flood, epidemic, unusually severe weather, strike, restriction by civil or omits military authority in their sovereign or contractual capacities, transportation failure, loss or malfunctions of communications or computer (software and hardware) services, power line or other utility failures or interruptions, inability to take in obtain labor or any other force majeure event. In the absence event of bad faith in reliance on any such Officer's Certificate and Opinion delay, performance shall be extended for so long as such period of Counsel;delay. (cp) whenever The Trustee shall not be liable for the default or misconduct of any other party hereto, or of any other Person, in the administration of connection with this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to takingotherwise, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for monitoring or supervising, or for any act or omission of, the misconduct Servicer, the Depositor, the Seller, the Issuer, the Back-up Servicer, or negligence any other Person unless such monitoring or supervision is expressly required to be performed by the Trustee pursuant to the Transaction Documents to which the Trustee is a party. (q) Each of the parties hereto hereby agrees and, as evidenced by its acceptance of any agent appointed benefits hereunder, any Holder agrees that the Trustee in any capacity (x) 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 and consequences of the consummation, funding and ongoing administration of this Indenture, including, but not limited to, income, gift and estate tax issues, and the initial and ongoing selection and monitoring of financing arrangements, (y) has not made any investigation as to the accuracy of any representations, warranties or other obligations of any Person under any Transaction Document (other than the Trustee’s representations and warranties set forth in Section 11.16) and shall have no liability in connection therewith and (z) the Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with due care;the sale or transfer of the Notes other than the statements set forth under the heading “THE TRUSTEE” in the Offering Memorandum. (er) The Trustee shall have no notice of and shall not be bound by any of the terms and conditions of any other document or agreement executed or delivered in connection with, or intended to control any part of, the transactions anticipated by or referred to in this Indenture unless the Trustee is or has become a signatory party to that document or agreement in such capacity. The delivery or availability of reports or documents (including news or other publically available reports) or any reports delivered to the Trustee for which the Trustee has no duty, obligation or requirement to review or consider shall not constitute actual or constructive knowledge or notice of information contained in or determinable from those reports or documents. (s) Nothing in this Indenture or any other Transaction Document shall be deemed to obligate the Trustee to deliver any instruments, documents or any other property referred to herein or therein, unless the same or the components thereof shall have first been received by the Trustee pursuant to this Indenture. (t) The Trustee shall not be liable for required to take any action it takes hereunder or omits pursuant to take any written instruction, direction or request delivered in good faith which it reasonably believes to be authorized or within its rights or powers; (f) accordance with the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) provisions hereof if the Trustee shall be under no obligation have been advised by counsel or it shall otherwise have reasonably determined that such action is likely to exercise any result in liability on the part of the rights or powers vested Trustee (unless the Trustee has been sufficiently indemnified in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered its reasonable judgment) is contrary to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request terms hereof or directionis otherwise contrary to law.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and. (gc) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Control Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request request, order or direction of the Control Party, any of the Holders Noteholders or any other Secured Party, pursuant to the provisions of this IndentureBase Indenture or any Series Supplement, unless such Holders the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by any Insurer or the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the sole cost of the Co-Issuers and the Trustee shall incur no liability by reason of such inquiry or investigation. (g) The right of the Trustee to perform any discretionary act enumerated in compliance with this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for the performance of such request or directionact.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest or Additional Amounts are owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest, Special Interest or Additional Amounts, as applicable, are payable. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes, including the Deposit Agreement.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) None of the permissive rights of the Trustee enumerated in this Indenture will be construed as a duty. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated in this Indenture will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. (b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence, fraud, bad faith and willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Transaction Documents. (e) In the event there is no Control Party (either because there is no Servicer then acting as Control Party or there is no successor Third Party Control Party) or Controlling Class Representative, the Trustee’s sole obligation with respect to any Consent Requests, consents, directions, instructions or actions of the Control Party and the Controlling Class Representative will be to provide notice of the Consent Request or the matter requiring such consents, directions, instructions or actions of the Control Party or the Controlling Class Representative to the Controlling Class Members. The Co-Issuers will thereupon seek the consent, direction, instruction or appropriate action from the Controlling Class Members and will provide the Trustee with evidence of such consent, direction or instruction or the specific action to be taken. If the Co-Issuers do not provide the Trustee with evidence that the Majority of the Controlling Class Members has provided such consent, direction, instruction or specific action, the Trustee will have no further responsibility with respect to any rights, remedies or obligations of the Control Party and the Trustee will have no liability for any consent, direction, instruction, action or failure to consent, direct, instruct or act on the part of the Control Party. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Transaction Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party pursuant to the provisions of this Base Indenture, any Series Supplement or any other Transaction Document, unless the Trustee has been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction. (g) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanySecuritization Entities, personally or by agent or attorney;, at the sole cost of the Co-Issuers and the Trustee shall incur no liability by reason of such inquiry or investigation. (bh) whenever The right of the Trustee is requested by to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Company Trustee shall be not be liable in the absence of negligence, fraud, bad faith or willful misconduct for the performance of such act. (i) In accordance with Section 326 of the U.S.A. Patriot Act, to act or refrain from acting hereunderhelp fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriatealso ask for formation documents such as articles of incorporation, an Opinion offering memorandum, or other identifying documents to be provided. (j) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of Counsel. the email communication will be required to complete a one-time registration process. (k) The Trustee shall not be responsible or liable for any action it takes failure or omits to take delay in the absence performance of bad faith in reliance on such Officer's Certificate and Opinion its obligations under this Base Indenture arising out of Counsel;or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances). (cl) whenever The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder. (m) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments. (n) The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act. (o) Any request or direction of the Co-Issuers mentioned herein shall be sufficiently evidenced by a Company Order. (p) Whenever in the administration of this the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith faith, gross negligence or willful misconduct on its part, rely upon an Officer's Certificate;’s Certificate of a Co-Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon. (dq) the The Trustee may act through agents and shall not be responsible for the misconduct accuracy of the books or negligence of records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care;care or any Paying Agent (other than the Trustee itself acting in that capacity). (er) The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments. (s) The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction as specified herein or in the other Transaction Documents. In the absence of such written instructions, amounts held on deposit in the Indenture Trust Account will be invested as fully as practicable in the Standby Eligible Investment or, if such investment is not available, will be held in cash. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Co-Issuer to provide timely written investment direction. (t) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, the Interest-Only DSCR or the New Series Pro Forma DSCR. (u) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (v) The Trustee shall be afforded, in each Transaction Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Transaction Document. (w) For any purpose under the Transaction Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of any of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of any of them. (x) The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of Independent Auditors by the Co-Issuers (or the Manager on behalf of the Co-Issuers) or the terms of any agreed upon procedures in respect of such engagement; provided that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Co-Issuers had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Co-Issuers’ purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Auditors that the Trustee reasonably determines adversely affects it. (y) Citibank, N.A. (in each of its capacities, the “Bank”) agrees to accept and act upon instructions or directions pursuant to this Base Indenture, the Guarantee and Collateral Agreement or any documents executed in connection herewith or therewith sent by unsecured email or other similar unsecured electronic methods; provided that any person providing such instructions or directions shall provide to the Bank an incumbency certificate listing persons designated to provide such instructions or directions (including the email addresses of such persons), which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Bank email (of .pdf or similar files) (or instructions by a similar electronic method) and the Bank in its discretion elects to act upon such instructions, the Bank’s reasonable understanding of such instructions shall be deemed controlling. The Bank shall not be liable for any action it takes losses, costs or omits to take in good faith which it reasonably believes to be authorized expenses arising directly or within its rights or powers; (f) indirectly from the Trustee may consult with counsel of its selection Bank’s reliance upon and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request instructions notwithstanding such instructions conflicting with or directionbeing inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Bank, including without limitation the risk of the Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. . (b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanySecuritization Entities, personally or by agent or attorney;, at the sole cost of the Master Issuer and the Trustee shall incur no liability by reason of such inquiry or investigation. (bg) whenever The right of the Trustee is requested by to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Company Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to act or refrain from acting hereunderhelp fight the funding of terrorism and money laundering activities, the Trustee shall obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee shall ask for the name, address, tax identification number and other information that shall allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriatealso ask for formation documents such as articles of incorporation, an Opinion offering memorandum, or other identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail shall be encrypted. The recipient of Counsel. the email communication shall be required to complete a one-time registration process. (j) The Trustee shall not be responsible or liable for any action it takes failure or omits to take delay in the absence performance of bad faith in reliance on such Officer's Certificate and Opinion its obligations under this Indenture arising out of Counsel;or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances). (ck) whenever The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder. (l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments. (m) The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act. (n) Any request or direction of the Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order. (o) Whenever in the administration of this the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith faith, gross negligence or willful misconduct on its part, rely upon an Officer's Certificate;’s Certificate of the Master Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon. (dp) the The Trustee may act through agents and shall not be responsible for the misconduct accuracy of the books or negligence of records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care;care or any Paying Agent (other than the Trustee itself acting in that capacity). (eq) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments. (r) The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Servicer or the Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction. (s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, New Series Pro Forma DSCR or the Interest-Only DSCR. (t) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (u) The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document. (v) For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of them. (w) The Trustee shall not be liable for have any action it takes responsibility to make any inquiry or omits to take investigation as to, and shall have no obligation in good faith which it reasonably believes to be authorized respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or within its rights the Manager on behalf of the Master Issuer) or powers; (f) the Trustee may consult with counsel terms of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection agreed upon procedures in respect of any action takensuch engagement; provided, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) however, that the Trustee shall be under no obligation authorized, upon receipt of a Company Order directing the same, to exercise execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the rights reports or powers vested in instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by this Indenture at such firm of Independent Auditors (including to the request or direction of Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Holders pursuant to this Indenture, unless such Holders shall have offered to Independent Auditors that the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionreasonably determines adversely affects it.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require and may conclusively rely on an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and if requested, provided to, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder). (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make fit and will incur no liability of any kind by reason of such further inquiry or investigation. (I) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts, powers, and duties under this Indenture. (J) The permissive rights of the Trustee enumerated herein will not be construed as duties. The Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. (K) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (L) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Redemption Price for, or interest on, any Note) unless written notice of any event that is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes, the Company and this Indenture and states that it is a notice of Default or Event of Default. (M) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Note Agent, custodian and other Person employed to act hereunder, including the Collateral Agent. (N) The Trustee, the Collateral Agent and the Note Agents are hereby authorized and directed to execute and deliver each Notes document to which it is a party, binding the Holders to the terms thereof. (O) Neither the Trustee nor the Collateral Agent shall have any responsibility for the validity, perfection, priority, filing, continuation or enforceability of any Lien or security interest and shall have no obligations to take any action to procure or maintain such validity, perfection, priority, filing, continuation or enforceability (it being understood that such responsibility and obligation are the Company’s), and will not be regarded as making and is not required to make, any representation with respect to the Collateral or Liens. (P) The Trustee shall be entitled to examine request and receive written instructions from the books, records Required Holders and premises to receive indemnification or security satisfactory to it in connection with such direction and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of the CompanyRequired Holders. Such instruction may, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever Trustee’s sole discretion, be delivered by e-mail as set forth in the administration of this Indenture applicable Administrative Questionnaires from the Trustee shall deem it desirable that a matter be proved Required Holders or established prior to takingtheir counsel, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for required to take any action it takes that, in its opinion or omits the opinion of its counsel, may expose the Trustee to take in good faith which it reasonably believes liability or that is contrary to be authorized any Note Document or within its rights or powers;applicable law. (fQ) the Trustee may consult with counsel of its selection and the advice of such counsel If any conflict, disagreement or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action takendispute arises between, suffered among, or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise involving any of the rights parties hereto concerning the meaning or powers vested in it by this Indenture at the request or direction validity of any of the Holders pursuant provision hereunder or concerning any other matter relating to this Indenture, unless or the Trustee is in doubt as to the action to be taken hereunder, the Trustee may, at its option, after sending written notice of the same to the Note Parties and the Holders, refuse to act until such Holders time as it (a) receives a final non-appealable order of a court of competent jurisdiction addressing the subject matter of the dispute or (b) receives a written instruction and satisfactory indemnity, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Trustee, addressing the subject matter of the dispute. The Trustee will be entitled to act on any such written instruction provided in accordance with the terms hereof or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. (R) None of the Trustee nor the Collateral Agent shall be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of its duties or obligations, nor shall they be under any obligation to oversee or monitor its performance; and each of the Trustee and the Collateral Agent shall be entitled to rely conclusively upon, any determination made, and any instruction, notice, officer certificate, or other instrument or information provided, by the Calculation Agent, without independent verification, investigation or inquiry of any kind by the Trustee or the Collateral Agent. (S) Neither the Trustee nor the Collateral Agent shall be under any duty to succeed to, assume or otherwise perform any of the duties of the Calculation Agent, or to appoint a successor or replacement in the event of its resignation or removal, or to remove and replace the Calculation Agent in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to its duties and obligations under the terms of the governing documents. (T) Neither the Trustee nor the Collateral Agent shall have offered any liability for any interest rate published by any publication that is the source for determining the interest rates of the Notes. (U) Neither the Trustee, Paying Agent, Collateral Agent nor Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of Term SOFR or Daily Simple SOFR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Required Holders, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. None of the Trustee, Paying Agent, or Collateral Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of Term SOFR or Daily Simple SOFR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the Trustee reasonable security and indemnity against designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.foregoing

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer during normal business hours and upon reasonable notice, personally or by agent or attorney;attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bh) whenever The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee is requested shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. under this Indenture. (i) The Trustee shall not be liable for required to give any action it takes bond or omits surety in respect of the performance of its power and duties hereunder. (j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Deutsche Bank Trust Company Americas in each of its capacities hereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, Custodian and other Person employed to act hereunder. (k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;this Indenture shall not be construed as a duty. (cl) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible or liable for any failure or delay in the misconduct performance of its obligations under this Indenture arising out of or negligence caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, nuclear or natural catastrophes or acts of any agent appointed with due care; God; strikes, work stoppages, earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (ehardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. It being understood that the Trustee shall not use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (m) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any action it takes kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers;damage and regardless of the form of action. (fn) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel The Issuer shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered provide prompt written notice to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionof any change to its fiscal year.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Indenture. (E) Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of the Indenture or otherwise.

Rights of the Trustee. Except as otherwise provided in Subject to Section 7.01 hereof: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by Officers of the Issuer. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the Holders pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) Except for the confirmation of the Net Total Assets by the Mexican Trustee or as otherwise required pursuant to Section 7.01(b) hereof, neither the Trustee nor the Mexican Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or document, but document unless requested in writing to do so by the Trustee, Holders of not less than a majority in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, aggregate principal amount of the Notes then outstanding; provided that if the Trustee determines or the Mexican Trustee determine in its discretion to make any such further inquiry or investigation, it then they shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the CompanyIssuer, personally or by agent or attorney;, and the reasonable expenses of every such examination shall be paid by the Issuer or, if paid by the Trustee, the Mexican Trustee or any predecessor Trustee or Mexican Trustee, shall be reimbursed by the Issuer upon demand. (bi) whenever The permissive rights of the Trustee is requested by or the Company Mexican Trustee to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counseldo things enumerated in this Indenture shall not be construed as a duty. The Trustee and the Mexican Trustee shall not be liable answerable for any action it takes other than their respective negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care;adjustment to the Conversion Rate or for any determination as to whether an adjustment is required and shall not be deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Issuer contemplated by Section 12.05(e) hereof. (ek) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(a) or Section 6.01(b) hereof, or (ii) any Event of Default of which a Trust Officer of the Trustee shall have received written notification. (l) Whenever by the terms of this Indenture, the Trustee shall be required to transmit notices or reports to any or all Holders, the Trustee shall be entitled to conclusively rely on the information provided by the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee, the Trustee shall not be responsible for the accuracy of such information. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by (i) the Trustee in each of its capacities hereunder (including as Registrar and Conversion Agent); (ii) to each agent, custodian, and any other such Persons employed to act hereunder; and (iii) to the Mexican Trustee. (n) In no event shall the Trustee be responsible or liable for any action it takes failure or omits to take delay in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel performance of its selection obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and the advice interruptions, loss or malfunctions of such counsel utilities, communications or any Opinion of Counsel shall be full computer (software and complete authorization and protection in respect of any action taken, suffered or omitted by hardware) services (it hereunder in good faith and in reliance thereon; and (g) being understood that the Trustee shall be use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under no obligation the circumstances). (o) The Trustee or the Mexican Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders take specified actions pursuant to this Indenture, unless such Holders . (p) In no event shall have offered to the Trustee reasonable security be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and indemnity against regardless of the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionform of action.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Indenture. (E) Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of the Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that it has elected to pay Special Interest on the Notes, the Trustee may assume no Special Interest is payable.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Convertible Subordinated Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (document unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.requested

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and. (gc) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders Noteholders or any other Secured Party, pursuant to the provisions of this IndentureBase Indenture or any Series Supplement, unless such Holders the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might may be incurred therein or thereby. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the sole cost of the Co-Issuers and the Trustee shall incur no liability by reason of such inquiry or investigation. (g) The right of the Trustee to perform any discretionary act enumerated in compliance this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for the performance of such act. (h) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such request as articles of incorporation, an offering memorandum, or directionother identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Trustee’s secure website xxx.xxxxxxxxx.xxx/xxxxxxxxxxxxxxxxxxx/xxxxxxxxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time. (j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the oral or written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, cost, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the possibility of such losses or damages and regardless of the form of action. (H) The Trustee will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (I) The Trustee will have no obligation to pursue any action that is not in accordance with applicable law. (J) The Trustee will not be required to give any bond or surety in respect of the performance of its powers and duties under this Indenture. (K) Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (L) The permissive right of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so. (M) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest or Special Interest is owing or, if applicable, accruing, on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable, is payable or, if applicable, accruing. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes. (M) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary. (N) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (O) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the Company, personally or by agent or attorney; (b) whenever Trustee at the corporate trust office of the Trustee is requested by specified in Section 11.01, and such notice references the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate Notes and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem and states that it desirable that is a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence “Notice of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionDefault”.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall will be entitled entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the expense of the Company and will incur no liability of any kind by reason of such inquiry or investigation. (bI) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall will not be liable for required to give any action it takes bond or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection surety in respect of any action takenthe execution of the trusts, suffered or omitted by it hereunder in good faith powers, and in reliance thereon; andduties under this Indenture. (gJ) The permissive rights of the Trustee shall enumerated herein will not be construed as duties. (K) Delivery of reports and documents to the Trustee under no obligation to exercise any of the rights or powers vested in it by this Indenture at are for informational purposes only, and the request or direction Trustee’s receipt of such reports and documents will not constitute constructive notice of any information contained therein or determinable from information contained therein. (L) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the Holders individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (M) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Fundamental Change Repurchase Price or Redemption Price for, or interest on, any Note) unless written notice of any event that is in fact such Holders shall have offered to a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by the a Responsible Officer of the Trustee reasonable security at the Corporate Trust Office of the Trustee, and indemnity against such notice references the costsNotes, expenses the Company and liabilities which might be incurred by it in compliance with such request or directionthis Indenture.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed in good faith by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Senior Convertible Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Senior Convertible Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so actingdo things enumerated in this Indenture shall not be construed as a duty, and, if appropriate, an Opinion of Counsel. The and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care; (e) adjustment to the Trustee Conversion Price or for any determination as to whether an adjustment is required and shall not be liable for deemed to have knowledge of any action adjustment unless and until it takes or omits shall have received the notice from the Company contemplated by Section 11.05(j). (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (l) The Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such Holders shall have offered to the Trustee reasonable security certificate previously delivered and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionnot superseded.

Rights of the Trustee. Except as otherwise provided in by Section 7.01 hereof10.1: (a) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person. . (b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided that the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder. (d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence, fraud, bad faith and willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the other applicable Transaction Documents. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Transaction Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party pursuant to the provisions of this Base Indenture, any Series Supplement or any other Transaction Document, unless the Trustee has been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction. (f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanySecuritization Entities, personally or by agent or attorney;, at the sole cost of the Issuer, and the Trustee shall incur no liability by reason of such inquiry or investigation. (bg) whenever The right of the Trustee is requested by to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Company Trustee shall be not be liable in the absence of negligence, fraud, bad faith or willful misconduct for the performance of such act. (h) In accordance with the USA PATRIOT Act, to act or refrain from acting hereunderhelp fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriatealso ask for formation documents such as articles of incorporation, an Opinion offering memorandum, or other identifying documents to be provided. (i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of Counsel. the e-mail communication will be required to complete a one-time registration process. (j) The Trustee shall not be responsible or liable for any action it takes failure or omits to take delay in the absence performance of bad faith in reliance on such Officer's Certificate and Opinion its obligations under this Indenture arising out of Counsel;or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances). (ck) whenever The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder. (l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments. (m) The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act. (n) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Company Order. (o) Whenever in the administration of this the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may may, in the absence of bad faith faith, gross negligence or willful misconduct on its part, rely upon an Officer's Certificate;’s Certificate of the Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon. (dp) the The Trustee may act through agents and shall not be responsible for the misconduct accuracy of the books or negligence of records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care;care or any Paying Agent (other than the Trustee itself acting in that capacity). (eq) The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments. (r) The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Servicer or the Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Issuer to provide timely written investment direction. (s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, the Interest-Only DSCR, the Additional Notes DSCR or the Cash Trapping DSCR Threshold. (t) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (u) The Trustee shall be afforded, in each Transaction Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Transaction Document. (v) For any purpose under the Transaction Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of any of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligor upon the Notes, the Manager or any Affiliate of any of them. (w) The Trustee shall not be liable for have any action it takes responsibility to make any inquiry or omits to take investigation as to, and shall have no obligation in good faith which it reasonably believes to be authorized respect of, the terms of an engagement of Independent Auditors by the Issuer (or within its rights the Manager on behalf of the Issuer) or powers; (f) the Trustee may consult with counsel terms of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection agreed upon procedures in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonsuch engagement; and (g) provided that the Trustee shall be under no obligation authorized, upon receipt of a Company Order directing the same, to exercise execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the rights reports or powers vested in instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by this Indenture at such firm of Independent Auditors (including to the request or direction of Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Holders pursuant to this Indenture, unless such Holders shall have offered to Independent Auditors that the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionreasonably determines adversely affects it.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bI) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee It shall not be liable for any action it takes or omits to take in the absence duty of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable to see that a matter be proved any duties or established prior to takingobligations imposed herein upon the Company or other persons are performed, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable or responsible for the failure of the Company or such other persons to perform any action it takes act required of them by this Indenture. (J) The Trustee shall not be deemed to have notice of any Default or omits Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is actually received by the Trustee at the office of the Trustee, and such notice references the Securities and this Indenture. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (L) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered and, if requested, provided the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction (it being understood that the Trustee does not have an affirmative duty to determine whether any direction is prejudicial to any Holder). (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make fit and will incur no liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled required to examine the books, records and premises give any bond or surety in respect of the Companyexecution of the trusts, personally or by agent or attorney;powers, and duties under this Indenture. (bJ) whenever The permissive rights of the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counselenumerated herein will not be construed as duties. The Trustee shall not be liable for any action it takes or omits undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. (K) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (L) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes, the Company and this Indenture and states that it is a notice of Default or Event of Default. (M) Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Common Depositary. (N) The Trustee, the Collateral Agent and the Note Agents are hereby authorized and directed to execute and deliver each Notes document to which it is a party, binding the Holders shall have offered to the terms thereof. (O) Notwithstanding anything to the contrary in this Indenture, the Trustee reasonable security will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and indemnity against conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the costsTrustee, expenses and liabilities which might be incurred by it in compliance with such request including, without limitation, the Subscription Agreement, any Proposed Term Sheet, the Business Combination Agreement or directionthe Registration Rights Agreement.

Rights of the Trustee. Except as otherwise provided in Subject to Section 7.01 hereof7.01: (a) the The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the Holders of Notes pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the Holders of either not less than a majority in aggregate principal amount of the Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care; (e) adjustment to the Trustee Conversion Rate or for any determination as to whether an adjustment is required and shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect have knowledge of any action taken, suffered or omitted by adjustment unless and until it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to received the Trustee reasonable security and indemnity against notice from the costs, expenses and liabilities which might be incurred Company contemplated by it in compliance with such request or directionSection 12.05(k).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany during normal business hours and upon reasonable notice, personally or by agent or attorney;attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bh) whenever The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee is requested shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. under this Indenture. (i) The Trustee shall not be liable for required to give any action it takes bond or omits surety in respect of the performance of its power and duties hereunder. (j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Deutsche Bank Trust Company Americas in each of its capacities hereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, Custodian and other Person employed to act hereunder. (k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;this Indenture shall not be construed as a duty. (cl) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes failure or omits to take delay in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel performance of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be obligations under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request arising out of or direction caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, nuclear or natural catastrophes or acts of any of the Holders pursuant to this IndentureGod; strikes, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costswork stoppages, expenses and liabilities which might be incurred by it in compliance with such request or direction.earthquakes; fire;

Rights of the Trustee. (a) Except as otherwise provided in by Section 7.01 hereof11.1: (ai) the The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person. . (ii) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (iii) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. (iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or any other Security Agreement. (v) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders, pursuant to the provisions of the Indenture, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby or shall have reasonable grounds to believe that repayment of such costs, expenses and liabilities is not reasonably assured to it. (vi) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;Required Noteholders. (bvii) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes losses or omits liquidation penalties in connection with Permitted Investments (other than as an obligor with respect to take in any Permitted Investments for which the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;institution acting as Trustee is an obligor). (cb) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the The Trustee shall not be liable for any action it takes the acts or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect omissions of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered successor to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionTrustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered, and, if requested, provided, the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (bK) whenever If any party fails to deliver a notice relating to an event the Trustee is requested by the Company to act or refrain from acting hereunderfact of which, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered requires notice to be sent to the Trustee, the Trustee reasonable security may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. (L) The rights, privileges, protections, immunities and indemnity against benefits given to the costsTrustee, expenses including its right to be indemnified, are extended to, and liabilities which might will be incurred enforceable by, the Trustee in each of its capacities under this Indenture. (M) The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (N) Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by it in compliance with such request the Depositary. (O) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or directionthat the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require, and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall . (I) The Trustee will not be entitled deemed to examine the books, records and premises have notice of any Default or Event of Default unless written notice of any event that is a Default or Event of Default is received by a Responsible Officer of the CompanyTrustee at the corporate trust office of the Trustee, personally or by agent or attorneyand such notice references the Notes and this Indenture; (bJ) whenever The rights, privileges, protections, immunities and benefits given to the Trustee is requested by the Company Trustee, including its right to act or refrain from acting hereunderbe indemnified, are extended to, and will be enforceable by, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion in each of Counsel. its capacities under this Indenture. (K) The Trustee shall not be liable for any action it takes may request that the Company deliver a certificate setting forth the names of individuals or omits titles of officers authorized at such time to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers' Certificate, an opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Convertible Subordinated Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so actingdo things enumerated in this Indenture shall not be construed as a duty, and, if appropriate, an Opinion of Counsel. The and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care; (e) adjustment to the Trustee Conversion Price or for any determination as to whether an adjustment is required and shall not be liable for any action it takes or omits deemed to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect have knowledge of any action taken, suffered or omitted by adjustment unless and until it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to received the Trustee reasonable security and indemnity against notice from the costs, expenses and liabilities which might be incurred Company contemplated by it in compliance with such request or directionSection 12.05(j).

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer during normal business hours and upon reasonable notice, personally or by agent or attorney;attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bh) whenever The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee is requested shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. under this Indenture. (i) The Trustee shall not be liable for required to give any action it takes bond or omits surety in respect of the performance of its power and duties hereunder. (j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Deutsche Bank Trust Company Americas in each of its capacities hereunder as an Agent, and to each agent, Custodian and other Person employed to act hereunder. (k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;this Indenture shall not be construed as a duty. (cl) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible or liable for any failure or delay in the misconduct performance of its obligations under this Indenture arising out of or negligence caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of any agent appointed with due care;God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. (em) Anything in this Indenture notwithstanding, in no event shall the Trustee shall not be liable for special, indirect, punitive or consequential loss or damage of any action it takes or omits kind whatsoever (including but not limited to take in good faith which it reasonably believes loss of profit), even if the Issuer has been advised as to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice likelihood of such counsel loss or any Opinion of Counsel shall be full damage and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any regardless of the rights or powers vested in it by this Indenture at the request or direction form of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionaction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, an opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the holders of Convertible Subordinated Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney; (b) whenever , and the Trustee is requested reasonable expenses of every such examination shall be paid by the Company to act or refrain from acting hereunderor, if paid by the Trustee may require an Officer's Certificate directing it or any predecessor Trustee, shall be reimbursed by the Company upon demand. (i) The permissive rights of the Trustee to act or refrain from so actingdo things enumerated in this Indenture shall not be construed as a duty, and, if appropriate, an Opinion of Counsel. The and the Trustee shall not be liable answerable for any action it takes other than its negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care;adjustment to the Conversion Price or for any determination as to whether an adjustment is required and shall not be deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Company contemplated by Section 12.05(j). (ek) Subject to the limitations of TIA § 315(d) and Section 7.01(c), in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (l) The Trustee shall not be liable deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office for any action it takes or omits the Trustee, and such notice references the Convertible Subordinated Notes and this Indenture. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other persons employed to act hereunder. (n) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders specified actions pursuant to this Indenture, unless which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such Holders shall have offered to the Trustee reasonable security certificate previously delivered and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionnot superseded.

Rights of the Trustee. Except as otherwise provided in Subject to Section 7.01 hereof7.01: (a) the The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, security or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter contained therein. (b) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by Officers of the Issuer. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or discretion of any of the Holders pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby. (h) Except for the confirmation of the Net Total Assets by the Mexican Trustee or as otherwise required pursuant to Section 7.01(b), neither the Trustee nor the Mexican Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture security or other paper or document, but document unless requested in writing to do so by the Trustee, Holders of not less than a majority in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, aggregate principal amount of the Notes then outstanding; provided that if the Trustee determines or the Mexican Trustee determine in its discretion to make any such further inquiry or investigation, it then they shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the CompanyIssuer, personally or by agent or attorney;, and the reasonable expenses of every such examination shall be paid by the Issuer or, if paid by the Trustee, the Mexican Trustee or any predecessor Trustee or Mexican Trustee, shall be reimbursed by the Issuer upon demand. (bi) whenever The permissive rights of the Trustee is requested by or the Company Mexican Trustee to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counseldo things enumerated in this Indenture shall not be construed as a duty. The Trustee and the Mexican Trustee shall not be liable answerable for any action it takes other than their respective negligence or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;willful misconduct. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence computation of any agent appointed with due care;adjustment to the Conversion Rate or for any determination as to whether an adjustment is required and shall not be deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Issuer contemplated by Section 12.05(e). (ek) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(a) or Section 6.01(b), or (ii) any Event of Default of which a Trust Officer of the Trustee shall have received written notification or otherwise obtained actual knowledge. (l) Whenever by the terms of this Indenture, the Trustee shall be required to transmit notices or reports to any or all Holders, the Trustee shall be entitled to conclusively rely on the information provided by the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee, the Trustee shall not be responsible for the accuracy of such information. (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by (i) the Trustee in each of its capacities hereunder (including as Registrar and Conversion Agent); (ii) to each agent, custodian, and any other such Persons employed to act hereunder; and (iii) to the Mexican Trustee. (n) In no event shall the Trustee be responsible or liable for any action it takes failure or omits to take delay in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel performance of its selection obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and the advice interruptions, loss or malfunctions of such counsel utilities, communications or any Opinion of Counsel shall be full computer (software and complete authorization and protection in respect of any action taken, suffered or omitted by hardware) services (it hereunder in good faith and in reliance thereon; and (g) being understood that the Trustee shall be use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under no obligation the circumstances). (o) The Trustee or the Mexican Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders take specified actions pursuant to this Indenture, unless such Holders . (p) In no event shall have offered to the Trustee reasonable security be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and indemnity against regardless of the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionform of action.

Rights of the Trustee. Except as otherwise provided in Subject to TIA Section 7.01 hereof315: (a) the The Trustee may conclusively rely on upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany during normal business hours and upon reasonable notice, personally or by agent or attorney;attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bh) whenever The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee is requested shall not be responsible for any willful misconduct or negligence on the part of any agent or attorney appointed with due care by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. under this Indenture. (i) The Trustee shall not be liable for deemed to have notice of any action it takes Default or omits to take Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the absence Trustee at the Corporate Trust Office of bad faith the Trustee from the Company or the Holders of 25% in reliance on aggregate principal amount of the outstanding Notes, and such Officer's Certificate notice references the specific Default or Event of Default, the Notes and Opinion of Counsel;this Indenture. (cj) whenever in the administration of this Indenture the The Trustee shall deem it desirable that a matter not be proved required to give any bond or established prior surety in respect of the performance of its power and duties hereunder. (k) The rights, privileges, protections, immunities and benefits given to takingthe Trustee, suffering or omitting any action hereunderincluding, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee (unless in each of its capacities hereunder, and to each Agent, Custodian and other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate;Person employed to act hereunder. (dl) The permissive right of the Trustee may act through agents and to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty. (m) The Trustee shall not be responsible or liable for any failure or delay in the misconduct performance of its obligations under this Indenture arising out of or negligence caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of any agent appointed with due care;God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. (en) Anything in this Indenture notwithstanding, in no event shall the Trustee shall not be liable for special, indirect, punitive or consequential loss or damage of any action it takes or omits kind whatsoever (including but not limited to take in good faith which it reasonably believes loss of profit), even if the Company has been advised as to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice likelihood of such counsel loss or any Opinion of Counsel shall be full damage and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any regardless of the rights or powers vested in it by this Indenture at the request or direction form of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionaction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Trustee determines to make will incur no liability or additional liability of any kind by reason of such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;. (bK) whenever If any party fails to deliver a notice relating to an event the Trustee is requested by the Company to act or refrain from acting hereunderfact of which, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered requires notice to be sent to the Trustee, the Trustee reasonable security may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. (L) The rights, privileges, protections, immunities and indemnity against benefits given to the costsTrustee, expenses including its right to be indemnified, are extended to, and liabilities which might will be incurred enforceable by, the Trustee in each of its capacities under this Indenture. (M) The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (N) Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by it in compliance with such request the Depositary. (O) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or directionthat the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by it that is believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible or liable for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) In no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (I) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including without limitation, Conversion Agent and Paying Agent, and each other agent, custodian and other Person employed to act hereunder.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have offered Holder has offered, and if requested, provided, the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity in its judgment against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. FullDPWPathandDateText US-DOCS\113092644.12 (G) The Trustee will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (I) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including without limitation, Conversion Agent and Paying Agent, and each other agent, custodian and other Person employed to act hereunder. (J) The Trustee shall not be deemed to have notice of any Default or Event of Default (including any default under the Investment Agreement that may constitute a Default or Event of Default) or whether any entity or group of entities constitutes a Significant Subsidiary unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 11.01, and such notice references the Notes and this Indenture and states that it is a “Notice of Default”, or, in the case of a Default or Event of Default under this Indenture (but not a default under the Investment Agreement that may constitute a Default or Event of Default), a Responsible Officer of the Trustee has actual knowledge thereof. (K) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee shall have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, including without limitation, the Investment Agreement, nor shall the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, including without limitation, the Investment Agreement, whether or not a copy of such agreement has been provided to the Trustee.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, and if the Trustee determines shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (bB) whenever Before the Trustee is requested by the Company to act acts or refrain refrains from acting hereunderacting, the Trustee it may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee enumerated herein will not be construed as duties. (I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (J) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. (K) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (L) The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by it that is believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolutionsuch document; provided, certificatehowever, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but that the Trustee, in its discretion, Trustee may make such further inquiry or investigation into such facts fact or matters as it may see fitmatter, and, if the Trustee determines will determine to make such further inquiry or investigation, it shall will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;as the sole cost of the Company. (bB) whenever Before the Trustee is requested by the Company to act acts or refrain refrains from acting hereunderacting, the Trustee it may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) In no event will the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture. (I) The Trustee will not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee. (I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise. (J) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent. (K) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes. (L) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information provided by the Depositary.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by it that is believes to be genuine and to have been signed or presented by the proper person. The Person, and the Trustee shall need not be bound to make investigate any investigation into the facts fact or matters matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or such document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if . (B) Before the Trustee determines to make such further inquiry acts or investigationrefrains from acting, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (b) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate’s Certificate, an Opinion of CounselCounsel or both. The Trustee shall not be liable for any action it takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall will not be liable for any action it takes or omits to take in good faith which in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it reasonably takes or omits to take in good faith and that it believes to be authorized or within its the rights or powers;powers vested in it by this Indenture. (fE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee may consult with counsel Company will be sufficient if signed by an Officer of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; andCompany. (gF) the The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders shall have Holder has offered the Trustee security or indemnity satisfactory to the Trustee reasonable security and indemnity against the costsany loss, expenses and liabilities which might be incurred by liability or expense that it may incur in compliance complying with such request or direction.

Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof: (aA) the The Trustee may conclusively rely on any document believed by that it believes to be genuine and to have been signed or presented by the proper personPerson, and the Trustee need not investigate any fact or matter stated in such document. (B) Any request, direction, order or demand of the Company mentioned herein will be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any board resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. Before the Trustee acts or refrains from acting, it may require, and conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. (C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture. (E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee, and, if requested, provided, security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction. (G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it shall will be entitled entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney;attorney at the expense of the Company and will incur no liability of any kind by reason of such inquiry or investigation. (bI) whenever the Trustee is requested by the Company to act or refrain from acting hereunder, the Trustee may require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of Counsel. The Trustee shall will not be liable for required to give any action it takes bond or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care; (e) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (f) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection surety in respect of any action takenthe execution of the trusts, suffered or omitted by it hereunder in good faith powers, and in reliance thereon; andduties under this Indenture. (gJ) The permissive rights of the Trustee shall enumerated herein will not be construed as duties. (K) Delivery of reports and documents to the Trustee under no obligation to exercise any of the rights or powers vested in it by this Indenture at are for informational purposes only, and the request or direction Trustee’s receipt of such reports and documents will not constitute constructive notice of any information contained therein or determinable from information contained therein. (L) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the Holders individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (M) The Trustee will not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, or the Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such Holders shall have offered to a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by the a Responsible Officer of the Trustee reasonable security at the Corporate Trust Office of the Trustee, and indemnity against such notice references the costsNotes, expenses the Company and liabilities which might be incurred by it in compliance with such request or directionthis Indenture.