Common use of Rights of Trustee Clause in Contracts

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be fully protected in acting or refraining from acting in reliance onupon any resolution, any certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper personparty or parties. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both and the Trustee may conclusively rely upon such Officer’s Certificate or 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 the Officers’ 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 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. (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, respectively, agents and shall the Trustee will not be responsible for the misconduct or negligence of any agent or attorney or agent appointed with due care by it hereunder. (d) The Trustee shall will not be liable for any action it takes, suffers to exist or omits to take in good faith which that it believes to be authorized or within its the discretion or rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 indemnity and security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, approval, appraisal, bond, debenture, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the Company, personally or by agent or 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. (jh) The Trustee shall not be required deemed to give have notice or be charged with knowledge of any bond Default or surety in respect Event of Default unless written notice of such Default or Event of Default from the Company or any Holder is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. In the absence of receipt of such notice, the Trustee may conclusively assume that there is no Default or Event of Default. (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 powers capacities hereunder, and duties each agent, custodian and other Person employed to act hereunder. (kj) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, which 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. (lk) In Anything in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, including but not limited to, to loss of profit) irrespective of whether ), even if the Trustee has been advised of as to the likelihood of such loss or damage and regardless of the form of action. (l) 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 control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of 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. (m) The permissive right of the Trustee to take or refrain from taking action hereunder shall not be construed as a duty.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and the advice Pledge Agreement or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Collateral Documents, any demand, request, direction or notice from the Company shall be full and complete authorization and protection from liability in respect to any action takensufficient if signed by an Officer of the Company or NLC, omitted as the case may be, on behalf of the Company or suffered by it hereunder in good faith and in reliance thereonNLC, respectively. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture, the Pledge Agreement or the Collateral Documents 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 or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonIssuers. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any Holders of the Holders pursuant to this Indenture, Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costsany losses, expenses and liabilities which might be incurred by it in compliance with such request or directionexpenses. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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. (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 each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, 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 the Officers’ 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 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee 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 and any resolution of the Board of Directors may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficiently evidenced by it hereunder in good faith and in reliance thereona Board Resolution. (f) The Trustee shall will 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 indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall not be charged with knowledge liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it by this Indenture other than for its own negligence or willful misconduct. (h) The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default with respect to hereunder unless a Responsible Officer has actual knowledge thereof, or the Notes unless written notice Trustee shall be specifically notified in writing of such Default or Event of Default shall have been given to a Trust Officer by the Company or by the Holders of at least 25% of the Trustee aggregate principal amount of Notes then outstanding, at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (hi) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including without limitation its rights right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying to each Agent, as the case may be, custodian and other Person employed to act hereunder. (ij) In no event shall 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 and hardware) services. (k) The Trustee may request that the Company and the Guarantors 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. (l) In no event shall the Trustee be responsible or liable for any 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 regardless of the form of action. (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, note, other evidence of Indebtedness indebtedness, or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall will be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records records, and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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. (5) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from either of the Issuers shall be sufficient if signed by an Officer of such Issuer. (6) 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, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Issuers deliver certificates 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 Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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 Supplemental Indenture. (5) Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from either of the Issuers shall be sufficient if signed by an Officer of such Issuer. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesSupplemental Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Issuers deliver certificates setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Supplemental Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, 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 the 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 will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default a default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or governed by any Holder of the Notes. Any such notice shall reference this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenturehereunder, including without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as custodian and other Person employed by the case may be, Trustee consistent with the terms of this Indenture to act hereunder. (i) The Any permissive right or authority granted to 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters construed as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationa mandatory duty. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company Issuer or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the CompanyIssuer, personally or by agent or attorney at the sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company Issuer deliver a certificate certificate, substantially in the form of Exhibit A hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall the Trustee 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 regardless of the form of action. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate certificate, substantially in the form of Exhibit B hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to Unless otherwise specifically provided in this Indenture and or the Notes Collateral Documents, any demand, request, direction or notice from the Issuers shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan Officer of either Issuer. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Collateral Documents at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. Nor shall the Trustee be bound to investigate (i) the performance of any of the covenants, agreements or other terms or conditions set forth herein or in any Security Agreement, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of any Security Agreement or other agreement, instrument or document, (iii) the creation, perfection or priority of any lien, (iv) the value or sufficiency of any Collateral or (v) the satisfaction of any condition set forth in any Security Agreement. (g) Except as expressly provided herein, the Trustee shall have no duty to inquire as to the performance of the Issuers with respect to the covenants contained in Articles 4 and 5 hereof. (h) The Trustee shall not be charged with deemed to have knowledge of an Event of Default except (i) any Default or Event of Default with respect occurring pursuant to the Notes unless written notice of such Sections 6.01(a) and (b) hereof or (ii) any Default or Event of Default of which the Trustee shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company received written notification or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notesobtained actual knowledge thereof. (hi) The rights, privileges, protections, immunities Trustee may request that the Issuers deliver Officers’ Certificates setting forth the names of individuals and benefits given their titles and specimen signatures of officers authorized at such time to the Trustee take specified actions pursuant to this Indenture, including its rights which Officers’ Certificates may be signed by any person authorized to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agentsign an Officers’ Certificate, as the case may be, hereunderincluding any person specified as so authorized in any such certificate previously delivered and not superseded. (ij) The Any permissive right granted to 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters construed as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationa mandatory duty. (jk) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee be responsible or liable for specialany failure or delay in the performance of its obligations hereunder arising out of or caused by, indirectdirectly or indirectly, punitive forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or consequential terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or damage of any kind whatsoever malfunctions or utilities, communications or computer (including, but not limited to, loss of profitsoftware and hardware) irrespective of whether services; it being understood that the Trustee has been advised of shall use reasonable efforts which are consistent with accepted practices in the likelihood of such loss or damage and regardless of banking industry to resume performance as soon as practicable under the form of actioncircumstances.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the written advice or opinion 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from either of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Issuers shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan Officer of such 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (i) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been given to and received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by the Company Issuers or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the NotesHolder. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’ Certificate or an Opinion of Counsel, Counsel or bothboth to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such instruction, Officers’ Certificate or Opinion of Counsel. The Trustee may consult at the Company’s expense 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. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company or opinion of counsel with respect to legal matters relating to this Indenture and the Notes any Subsidiary Guarantor shall be full and complete authorization and protection from liability in respect to any action takensufficient if signed by an Officer of the Company or such Subsidiary Guarantor, omitted or suffered by it hereunder in good faith and in reliance thereonas the case may be. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or Company, any other obligor on the Notes Subsidiary Guarantor or by any Holder of the Notes. Any Securities, and such notice shall reference this Indenture references the Securities and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lg) In no event shall The permissive rights of the Trustee enumerated herein shall not 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 regardless of the form of actionconstrued as duties.

Rights of Trustee. (ai) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (bii) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. 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. (ciii) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (div) The Trustee shall not be liable for any action it takes, suffers to exist 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. A permissive right granted to the Trustee hereunder shall not be deemed an obligation to act. (ev) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gvi) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee, and such notice shall reference references the Securities and this Indenture and the NotesIndenture. (hvii) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection protec- tion from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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 Supplemental Indenture. (5) Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesSupplemental Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Issuers deliver certificates setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Supplemental Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge deemed to have notice of any a Default or an Event of Default with respect to unless a Responsible Officer of the Notes unless written notice Trustee has actual knowledge of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the NotesDefault. (h) In no event shall the Trustee 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 or such loss or damage and regardless of the form of action. (i) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agenteach agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the written advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall Counsel will be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee will 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 hereby. (e) Unless otherwise specifically provided herein, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (f) The Trustee shall will be under no obligation to exercise any of the its rights or powers vested in it by this Indenture hereunder at the request or direction of any Holder of the Holders pursuant to this IndentureNotes, unless such Holders shall have Holder has offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities which might be incurred by it in compliance with such request liability or directionexpense. (g) The Trustee shall not be charged with knowledge required to take notice or be deemed to have notice of any Default or Event of Default with respect Default, except failure by the Company to pay or cause to be made any of the payments required to be made to the Notes Trustee, unless written notice a Responsible Officer shall be specifically notified by a writing of such Default by the Company or Event by the Holders of Default shall have been given to a Trust Officer at least 25% in aggregate principal amount of the Trustee at Notes then outstanding delivered to the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee and in the absence of such notice shall reference this Indenture and so delivered the NotesTrustee may conclusively assume no Default exists. (h) The rightsAny action taken, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights or omitted to be indemnifiedtaken, are extended to, and shall be enforceable by, by the Trustee in each good faith pursuant to the documents upon the request or authority or consent of its capacities as Registrar any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and Paying Agent, as the case may be, hereunderbinding upon all future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. (i) The Trustee In no event 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry be responsible or investigationliable for special, it shall be entitledindirect, upon reasonable notice and at reasonable timespunitive, to examine the books, records and premises of the Company, personally or by agent consequential loss or attorney at the sole cost of the Company and shall incur no liability or additional liability damage of any kind by reason whatsoever (including loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such inquiry loss or investigationdamage and regardless of the form of action. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting in reliance on, upon any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ 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 the Officers’ such Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by it hereunderany Depository. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selection, choosing and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default default or Event of Default with respect to the Notes Securities, unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such Default default or Event of Default shall have been given to a Trust Officer of received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any and such notice shall reference references this Indenture and the Notesapplicable Series of Securities. (h) The rights, privileges, protections, immunities and benefits given to permissive rights of the Trustee pursuant to this Indenture, including its rights to enumerated herein shall not be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities construed as Registrar and Paying Agent, as the case may be, hereunderduties. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (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 each Agent, custodian and any other person employed to act hereunder. (k) 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, note, other evidence of indebtedness or other paper document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or and/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 the Officers’ Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or such agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any Default or Event of Default, except a Default under Sections 6.01(1) or 6.01(2) (but only if the Trustee is also the Paying Agent), unless written notice of any event which is in fact such a Default or Event of Default is received by a Trust Officer at its office described in Section 11.02 herein from the Company or the Holders of 25% in aggregate principal amount of the outstanding Securities, and such notice references the specific Default or Event of Default, the Securities and this Indenture and states that it is a “Notice of Default”. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. (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 Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original, electronic or facsimile form) 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 stated in the document. (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, including as Collateral Agent. (j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Note Documents at the request request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered offered, and if requested, provided, to the Trustee security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (gk) The Trustee shall not be charged with deemed to have knowledge of any Default fact or Event of Default with respect to the Notes matter unless written notice of such Default fact or Event of Default shall have been given matter is actually known to a Trust Officer of the Trustee or unless written notice of such fact or matter is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder corporate trust office of the Notes. Any such notice shall reference this Indenture and the NotesTrustee specified in Section 11.02. (hl) The rights, privileges, protections, immunities and benefits given to Whenever in the administration of this Indenture or the other Note Documents the Trustee pursuant shall deem it desirable that a matter be proved or established prior to this Indenturetaking, including its rights to be indemnified, are extended to, and shall be enforceable bysuffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in each the absence of negligence or wilful misconduct on its capacities as Registrar and Paying Agentpart, as the case may be, hereunderconclusively rely upon an Officer’s Certificate. (im) 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, judgement, bond, debenture, note, other evidence of Indebtedness coupon or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if fit and the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation. (jn) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (ko) The Trustee may request that the Company deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this IndentureIndenture or the other Note Documents. (lp) In 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. (q) The permissive rights of the Trustee enumerated hereunder shall not be construed as duties. Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Securities, the Trustee will have no event shall duty to know or inquire as to the performance or non-performance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible or liable for specialfor, indirectnor chargeable with, punitive or consequential loss or damage knowledge of the terms and conditions of any kind whatsoever (includingother agreement, but instrument, or contract, whether or not limited to, loss a copy of profit) irrespective of whether the Trustee such agreement has been advised of provided to the likelihood of such loss or damage and regardless of the form of action.Trustee

Rights of Trustee. Subject to Section 7.1: (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document reasonably 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 stated in the document. (b) Before the Trustee acts or refrains from actingacting at the direction of the Issuer or any Note Guarantor, it may require an Officers’ 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 the Officers’ an Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The If the Trustee shall determine, it shall be under no obligation entitled to exercise any examine the books, records and premises of the rights Issuer, personally or powers vested in it by this Indenture at the request agent or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionattorney. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless an Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company Issuer deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company 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. (lj) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (k) In no event shall the Trustee be responsible liable, directly or liable indirectly, for any special, indirect, punitive indirect or consequential loss or damage of any kind whatsoever (includingdamages, but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood possibility of such damages. (l) 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 damage 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 its best efforts to resume performance as soon as practicable under the circumstances. (m) The Trustee shall at no time have any responsibility or liability for or in respect to the legality, validity or enforceability of any Collateral or any arrangement or agreement between the Issuer or the Company and regardless any other Person with respect thereto, or the perfection or priority of any security interest created in any of the form Collateral or maintenance of actionany perfection and priority, or for or with respect to the sufficiency of the Collateral following an Event of Default.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document (whether in its original or facsimile form) 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 stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee 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 at the expense of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (b) Before the Trustee acts or refrains from acting, it may require shall be entitled to receive an Officers’ Certificate or and 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 the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein. (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 or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction. (gh) The Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and shall not be charged with knowledge responsible for any misconduct on the part of any Default or Event of Default them selected with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunderdue care. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (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 each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties 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 specified actions pursuant to this Indenture. The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any reason, of this Indenture and the resignation and/or removal of the Trustee.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) 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 shall not be charged responsible for any misconduct or negligence on the part of any agent or attorney appointed with knowledge due care by it hereunder. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (hi) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (j) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, hereunder. (i) The Trustee shall not be bound custodian and other Person employed 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties act hereunder. (k) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered send not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’ ' Certificate or an Opinion of Counsel, Counsel or bothboth to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such instruction, Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult at the Company's expense 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. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company or opinion of counsel with respect to legal matters relating to this Indenture and the Notes any Subsidiary Guarantor shall be full and complete authorization and protection from liability in respect to any action takensufficient if signed by an Officer of the Company or such Subsidiary Guarantor, omitted or suffered by it hereunder in good faith and in reliance thereonas the case may be. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or Company, any other obligor on the Notes Subsidiary Guarantor or by any Holder of the Notes. Any Securities, and such notice shall reference this Indenture references the Securities and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lg) In no event shall The permissive rights of the Trustee enumerated herein shall not 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 regardless of the form of actionconstrued as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance onupon, 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 the 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The respective rights, privileges, protections, immunities and benefits given to the Trustee shall not be liable for any action it takesand the Collateral Agent, suffers to exist or omits to take in good faith which it believes including, without limitation, its right to be authorized or within indemnified and its rights or powers conferred upon it by this Indentureright to appoint co-trustees and separate trustees, are extended to, and shall be enforceable by, the Trustee and the Collateral Agent in each of their respective capacities hereunder and under the Collateral Documents, and each agent, custodian and other Person employed to act hereunder. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Trust Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make and such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if notice references the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice Notes and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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 Supplemental Indenture. (5) Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuer or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesSupplemental Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuer, personally or by agent or attorney at the sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Issuer deliver certificates setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Supplemental Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the 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 or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Unless otherwise specifically provided in this Indenture, any demand, request, direction or notices from the Company shall be sufficient if signed by an Officer of the Company. (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 Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (gh) The Trustee shall have no duty to inquire as to the performance of the Company’s covenants in Article 4 hereof. In addition, the Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default with respect except: (i) any Event of Default occurring pursuant to the Notes unless written notice of such Section 6.01(1) or 6.01(2) hereof; or (ii) any Default or Event of Default shall have been given to of which a Trust Officer shall have received written notification or obtained actual knowledge. (i) The permissive right of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice to act hereunder shall reference this Indenture and the Notesnot be construed as a duty. (hj) The rights, privileges, protections, immunities immunities, and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters capacity as it may see fit, and, if Trustee under any other agreement executed in connection with this Indenture to which the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationis party. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ such Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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. (5) 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. (6) 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, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, during business hours and upon reasonable notice and at reasonable timesnotice, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Company deliver certificates setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (12) Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall 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 hereunder or with respect to any series of Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (13) The permissive authorizations, entitlements, powers and rights (including the right to request that the Company take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Trustee herein shall not be construed as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company Issuers or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company Issuers deliver a certificate certificate, substantially in the form of Exhibit A hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall the Trustee 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 regardless of the form of action. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (ai) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (bii) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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. (ciii) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (div) The Trustee shall not be liable for any action it takes, suffers to exist 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. A permissive right granted to the Trustee hereunder shall not be deemed an obligation to act. (ev) 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. (vi) The Trustee may consult shall not be charged with counsel knowledge of its selection, and the advice any Default or opinion Event of counsel Default with respect to legal matters relating the Securities unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to Trustee by the Company, any action taken, omitted Guarantor or suffered any other obligor on the Securities or by it hereunder in good faith and in reliance thereonany Holder of the Securities. (fvii) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (hviii) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder.; and (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (kix) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this the Indenture, 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 certificate previously delivered and not superceded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (i) a Trust Officer shall have actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely onupon, and shall be fully protected in from acting or refraining from acting in reliance onacting, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require request an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default making reference to this Indenture and to the Notes shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Issuer or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (ki) The Trustee may request that require any Paying Agent(s) to pay to it all sums held by such Agent upon the Company deliver a certificate setting forth the names occurrences of individuals and/or titles an Event of Officers of the Company authorized at such time to take specified actions pursuant to this IndentureDefault. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ 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 the Officers’ Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the CompanyCompany and each Guarantor, personally or by agent or attorney at the sole cost of the Company or such Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company or any of the Guarantors deliver a certificate certificate, substantially in the form of Exhibit F hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall the Trustee be responsible or liable for special, indirect, punitive 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 required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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 Supplemental Indenture. (5) Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from either of the Issuers shall be sufficient if signed by an Officer of such Issuer. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesSupplemental Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Issuers deliver certificates setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Supplemental Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, 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 the Officers’ such Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the written advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall Counsel will be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee will 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. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each Issuer. (f) The Trustee shall will 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 indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any a note, bond or surety in respect of the performance of its trusts and powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to under this Indenture. (lh) Delivery of reports, information and documents to the Trustee described in Section 4.03 of this Indenture is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. (i) In no event shall the Trustee 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 regardless of the form of action. (j) The Trustee shall 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 which 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. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and 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.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonIssuer. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any Holders of the Holders pursuant to this Indenture, Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costsany losses, expenses and liabilities which might be incurred by it in compliance with such request or directionexpenses. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 may request that the Issuer 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. (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 each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the 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 will 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 or hereunder and perform any duties hereunder either directly or through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonIssuer. (f) The Trustee shall will 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 66 Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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 Agents, and the Trustee, in each of its capacities hereunder, each Agent and each agent, custodian, and other Person employed to act hereunder. (j) The Trustee may request that the Issuer and each Guarantor deliver an Officers’ Certificate setting forth the names of individuals and titles of Officers authorized at such time to take specified actions pursuant to this Indenture. (k) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (l) The Trustee shall have no obligation to (i) independently determine or verify the rating of any Notes or if a commencement of any Suspension Period or the Reversion Date has occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on STBV’s and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of the commencement of the Suspension Period or the Reversion Date. (m) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.

Rights of Trustee. (a) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting in reliance on, upon any 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 stated in the 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 the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by it hereunderany Depository. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selection, and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default default or Event of Default with respect to the Notes Securities, unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such Default default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Issuers or by any Holder of the Notes. Any such notice shall reference this Indenture and the NotesSecurities. (h) The rights, privileges, protections, immunities and benefits given to permissive rights of the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) The Trustee enumerated herein 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters construed as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationduties. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 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 or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company or opinion of counsel with respect to legal matters relating to this Indenture and the Notes any Guarantor shall be full and complete authorization and protection from liability in respect to any action taken, omitted sufficient if signed by an Officer of the Company or suffered by it hereunder in good faith and in reliance thereonsuch Guarantor. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall is not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in with respect of to the performance of its duties or the exercise of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to under this Indenture. (lg) In no the event shall the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of holders of Securities of a series, each representing less than a majority in aggregate principal amount of the Securities outstanding of such series, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be responsible taken. (h) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee's right to compensation, shall survive the Trustee's resignation or liable for specialremoval, indirect, punitive or consequential loss or damage the discharge of any kind whatsoever this Indenture and final payment of the Securities. (including, but not limited to, loss i) The permissive right of profit) irrespective of whether the Trustee has been advised of to take the likelihood of such loss actions permitted by the Indenture shall not be construed as an obligation or damage duty to do so. (j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Securities, and regardless of the form of actionTrustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Securities.

Rights of Trustee. Subject to Section 7.1: (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document reasonably 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 stated in the document. (b) Before the Trustee acts or refrains from actingacting at the direction of the Issuer or any Note Guarantor, 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 the an Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (ed) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, as the case may be. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (ge) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Trust Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (hf) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (kg) The Trustee may request that the Company Issuer deliver a certificate an Officers’ Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document (whether in its original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 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 act through agents or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any agent or attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan Officer of the Company. (f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (g) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Securities. (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) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Securities. (j) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (k) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gl) The Trustee shall not be charged with knowledge liable for any error of any Default or Event of Default with respect to the Notes judgment made in good faith by a Responsible Officer, unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request proved that the Company deliver a certificate setting forth Trustee was negligent in ascertaining the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenturepertinent facts. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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. (5) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such Issuer. (6) 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, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that each Issuer deliver certificates 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 Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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. (5) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such Issuer. (6) 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, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that each Issuer deliver certificates 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 Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from actingacting in any respect, it may require an Officers’ Officer’s Certificate or and/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 the Officers’ Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or such agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any Default or Event of Default, except a Default under Sections 6.01(1) or 6.01(2) (but only if the Trustee is also the Paying Agent), unless written notice of any event which is in fact such a Default or Event of Default is received by a Trust Officer at its office described in Section 11.02 herein from the Company or the Holders of 25% in aggregate principal amount of the outstanding Securities, and such notice references the specific Default or Event of Default, the Securities and this Indenture and states that it is a “Notice of Default”. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. (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 Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original, 0000-0000-0000 electronic or facsimile form) 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 stated in the document. (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, including as Collateral Agent. (j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Note Documents at the request request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered offered, and if requested, provided, to the Trustee security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (gk) The Trustee shall not be charged with deemed to have knowledge of any Default fact or Event of Default with respect to the Notes matter unless written notice of such Default fact or Event of Default shall have been given matter is actually known to a Trust Officer of the Trustee or unless written notice of such fact or matter is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder corporate trust office of the Notes. Any such notice shall reference this Indenture and the NotesTrustee specified in Section 11.02. (hl) The rights, privileges, protections, immunities and benefits given to Whenever in the administration of this Indenture or the other Note Documents the Trustee pursuant shall deem it desirable that a matter be proved or established prior to this Indenturetaking, including its rights to be indemnified, are extended to, and shall be enforceable bysuffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in each the absence of negligence or wilful misconduct on its capacities as Registrar and Paying Agentpart, as the case may be, hereunderconclusively rely upon an Officer’s Certificate. (im) 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, judgement, bond, debenture, note, other evidence of Indebtedness coupon or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if fit and the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation. (jn) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (ko) The Trustee may request that the Company deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this IndentureIndenture or the other Note Documents. (lp) In 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. (q) The permissive rights of the Trustee enumerated hereunder shall not be construed as duties. Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Securities, the Trustee will have no event shall duty to know or inquire as to the performance or non- 0000-0000-0000 performance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible or liable for specialfor, indirectnor chargeable with, punitive or consequential loss or damage knowledge of the terms and conditions of any kind whatsoever (includingother agreement, but instrument, or contract, whether or not limited to, loss a copy of profit) irrespective of whether the Trustee such agreement has been advised of provided to the likelihood of such loss or damage and regardless of the form of action.Trustee

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate certificate, substantially in the form of Exhibit A hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, 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 the 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 will 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 or hereunder and perform any duties hereunder either directly or through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action; (h) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has 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 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, 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; (j) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded; and (k) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

Rights of Trustee. Subject to its duties and responsibilities under the TIA, (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through agents and attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any agent or attorney or agent appointed with due care by it hereundercare. (d) The Subject to the provisions of Section 7.01(c), the Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selection, selected by it and the any advice or opinion Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder in good faith and in reliance thereonaccordance with such advice or Opinion of Counsel. (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 request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the Company, personally or by agent or 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. (jh) The Trustee shall not be required liable for any action taken, suffered, or omitted to give be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (i) The Trustee shall not be deemed to have notice of any bond Default or surety in respect Event of Default unless a Responsible Officer of the performance 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 of the Trustee, and such notice references the Securities and this Indenture. (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 powers capacities hereunder, and duties to each agent, custodian and other Person employed to act hereunder. (k) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document reasonably 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel (or bothmay consult with financial or other advisors or consultants appointed with due care). The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the an Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and determining and discharging its rights and duties hereunder, and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonwith the advice or opinion of such counsel. (f) The Trustee shall not be 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 or Event of Default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture and states that a Default or Event of Default has occurred. (g) 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 by the Trustee in accordance with this Indenture to act hereunder. (h) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (i) 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 security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (ij) 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, note, other evidence of Indebtedness indebtedness or other paper or documentdocuments of the Company, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the Company, personally or by agent or attorney attorney-in-fact at the sole cost of the Company Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (jk) The Permissive powers granted to the Trustee hereunder shall not be required construed to give any bond or surety in respect of the performance of be mandatory duties on its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenturepart. (l) In no event shall The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through delegates, agents, attorneys, custodians, or nominees, and the Trustee shall not be responsible for any misconduct or liable for specialnegligence on the part, indirector the supervision, punitive or consequential loss or damage of any kind whatsoever (includingdelegate, but not limited toagent, loss of profit) irrespective of whether attorney, custodian, or nominee appointed by the Trustee has been advised with due care. (m) Except as otherwise specifically provided herein, (i) all references in this Indenture to the Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and in its capacity as Agent and (ii) every provision of this Indenture relating to the likelihood of such loss conduct or damage affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same force and regardless of effect to the form of actionTrustee acting in its capacity as Agent.

Rights of Trustee. Subject to Section 7.1: (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document reasonably 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 stated in the document. (b) Before the Trustee acts or refrains from actingacting at the direction of the Company or any Subsidiary Guarantor, 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 the an Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers, subject to Section 7.1(c). (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The If the Trustee shall determine, it shall be under no obligation entitled to exercise any examine the books, records and premises of the rights Company, personally or powers vested in it by this Indenture at the request agent or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionattorney. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to (other than payment default under Section 6.1 (a)(1) or (2)) unless a Trust Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate an Officers’ Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (j) The Trustee makes no representation as to the validity or sufficiency of this Indenture, of any offering materials or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the proceeds thereof. (k) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to Notes in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount Outstanding of the Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. (l) In Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or any Agent be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee or such Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought. (m) The Trustee shall not be deemed to have notice of any Event of Default with respect to a Series of Notes 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 Corporate Trust Office of the Trustee. (n) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be responsible or liable for specialany failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss acts of profit) irrespective of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the Trustee has been advised like which restrict or prohibit the providing of the likelihood services contemplated by this Indenture, inability to obtain material, equipment, communications or computer facilities, or the failure of such loss equipment or damage interruption of communications or computer facilities, and regardless other causes beyond its control whether or not of the form same class or kind as specifically named above. (o) Neither the Company nor any Agent shall have any responsibility or obligation to any beneficial owner of actionan interest in a global note, a member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or its nominee of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a global note). The rights of beneficial owners in any global not shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Company and each Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (p) No agent shall be under any obligation or have any duty to (i) monitor compliance with or with respect to securities or tax laws (including but not limited to any United States federal or state or other securities or tax laws, or (ii) except as specifically provided herein, obtain documentation on any transfers or exchanges of the Notes.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any Holders of the Holders pursuant to this Indenture, Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costsany losses, expenses and liabilities which might be incurred by it in compliance with such request or directionexpenses. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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 specified actions pursuant to this Indenture. (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 each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on, upon and shall be protected in acting or refraining from acting in reliance on, any document (whether in its original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the 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 will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by it hereunderany Depository. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge deemed to have notice of any a Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to is received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notesspecified in Section 11.02 hereof. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (ji) The Trustee shall not be required to give provide any bond or surety in with respect to the execution of these trusts and powers. (j) 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 performance likelihood of its powers and duties hereundersuch loss or damage. (k) 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. (l) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Responsible Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Securities or by any Holder of the NotesSecurities. Any such notice shall reference this Indenture and the NotesSecurities. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require shall be entitled to receive an Officers’ Certificate or and 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 the such Officers’ Certificate or and Opinion of Counsel. The Trustee may consult with counsel of its own selection and the written or verbal advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it reasonably and, after the occurrence and during the continuance of an Event of Default, prudently believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 indemnity or security or indemnity reasonably satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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. (j) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (k) The Trustee shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, clearing agency, common depository, Euroclear or Clearstream (provided that, in the case of any such Person appointed by the Trustee, such Person was appointed with due care) or for the acts or omissions of the Company or any Guarantor. (l) Nothing herein shall be construed to impose an obligation on the part of the Trustee to recalculate, evaluate or (absent manifest error) verify any report, certificate or information received from the Company. (m) No obligation to pursue any action that is not in accordance with applicable law. (n) The permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (o) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (p) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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. (j) The Trustee may request that the Company deliver an incumbency certificate (“Incumbency Certificate”) substantially in the form set forth on Exhibit F setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Incumbency Certificate may be signed by any person authorized to sign an Incumbency Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ 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 the Officers’ Officers Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustees conduct does not constitute wilful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities unless written either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2)written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Securities or by any Holder of the Notes. Any such notice shall reference this Indenture and the NotesSecurities. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or of the Issuer and an Opinion of Counsel, or bothwhich shall conform to the provisions of Sections 11.04 and 11.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate such certificate or Opinion of Counselopinion. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers. (e) The Trustee may consult with counsel of its selection, selection and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture and the Notes of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee in its sole judgment against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has received written notice thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee, and such notice shall reference references the Securities and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificatecertificate (including any Officer’s Certificate), statement, instrument, opinion, reportopinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable timesto the Issuer, to examine the books, records records, and premises of the CompanyIssuer, personally or by agent or attorney at attorney. (i) The rights, privileges, protections, immunities and benefits given to the sole cost of the Company Trustee, including, without limitation, its right to be indemnified, are extended to, and shall incur no liability or additional liability be enforceable by, the Trustee in each of any kind by reason of such inquiry or investigationits capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company Issuer deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company 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) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. Subject to Section 7.01: (a1) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need shall not investigate be bound to make any fact investigation into the facts or matter matters stated in the any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document. (b2) 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 the Officers’ Certificate such certificate or Opinion of Counselopinion. (c3) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d4) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e5) The Trustee may consult with counsel of its selection, selection and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f6) The Trustee shall 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 which 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. (7) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.; (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) 8) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder.; and (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k9) The Trustee may request that the Company deliver a certificate an Officers’ Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need shall not investigate be bound to make any fact investigation into the facts or matter matters stated in the any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or 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 the Officers’ Certificate such certificate or Opinion of Counselopinion. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it believes to be authorized or within its the rights or powers conferred upon to it by this Indenture. (e) The Trustee may consult with counsel of its selection, selection and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f) The Trustee shall not be 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 of the Trustee, and such notice references the Notes and this Indenture. (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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes.; (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder.; and (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be fully protected in acting or refraining from acting in reliance on, any document believed by it to be genuine and to have been signed or presented by the proper personperson or persons. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may may, unless otherwise specified herein, require an Officers’ 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its the discretion or rights or powers power conferred upon it by this Indenture; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agenteach agent, as custodian and other Person employed to act hereunder, including the case may be, hereunderCollateral Agent and any additional Authorized Representative under the Security Documents. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the CompanyCompany and the Guarantor, personally or by agent or attorney at the sole cost of the Company or the Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company or the Guarantor deliver a certificate certificate, substantially in the form of Exhibit F hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall the Trustee 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 regardless of the form of action. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (m) In no event shall 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, any provision of any law or regulation or any governmental authority, 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 and hardware) services. The permissive right of the Trustee to take or omit actions enumerated herein shall not be construed as duty on the part of the Trustee.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) 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 shall not be charged responsible for any misconduct or negligence on the part of any agent or attorney appointed with knowledge due care by it hereunder. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (hi) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. (j) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, hereunder. (i) The Trustee shall not be bound custodian and other Person employed 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties act hereunder. (k) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered send not superseded. (l) In no event shall the Trustee be responsible or liable for specialany failure or delay in the performance of its obligations hereunder arising out of or caused by, indirectdirectly or indirectly, punitive forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or consequential terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or damage malfunctions of any kind whatsoever utilities, communications or computer (including, but not limited to, loss of profitsoftware and hardware) irrespective of whether services; it being understood that the Trustee has been advised of shall use reasonable efforts which are consistent with accepted practices in the likelihood of such loss or damage and regardless of banking industry to resume performance as soon as practicable under the form of actioncircumstances.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or and/or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this under the Indenture at the request or direction of any Holders of the Holders pursuant to this Indenture, Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costsany losses, expenses and liabilities which might be incurred by it in compliance with such request or directionexpenses. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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 specified actions pursuant to this Indenture. (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 each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct, bad faith or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate certificate, substantially in the form of Exhibit E hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the written advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gc) The Trustee shall not be charged with knowledge 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. (d) 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. (e) The Trustee shall not be deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to is received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by of the Trustee from the Company or any other obligor on the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture. (f) The Trustee shall not be required to give any bond or by any Holder surety in respect of the Notes. Any such notice performance of its power and duties hereunder. (g) The Trustee shall reference this Indenture and have no duty to inquire as to the Notesperformance of the Company’s covenants herein. (h) 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 shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (i) The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Collateral or any arrangement or agreement between the Company and any Person with respect thereto, or the perfection or priority of any security interest created in any of the Collateral or maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Collateral following an Event of Default. (j) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (k) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (kl) The Trustee may request that the Company deliver a certificate an Officers’ Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document (whether in its original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 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 act through agents or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any agent or attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan Officer of the Company. (f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (g) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee's officers, directors, agents and employees. Such immunities and protections and right to indemnity, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Securities. (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) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Securities. (j) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (k) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it shall be entitled to and 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectivelyattorneys, custodians or nominees and shall not be responsible for the misconduct or negligence or supervision of any attorney agent, attorney, custodian or agent nominee appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. . 19 25 (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Securities or by any Holder of the Notes. Any such notice shall reference this Indenture and the NotesSecurities. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided that the Trustee's conduct does not constitute willful misconduct, bad faith or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate certificate, substantially in the form of Exhibit E hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lk) In no event shall The permissive rights of the Trustee enumerated herein shall not 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 regardless of the form of actionconstrued as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, 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 the Officers’ 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 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonIssuer. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any Holders of the Holders pursuant to this Indenture, Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costsany losses, expenses and liabilities which might be incurred by it in compliance with such request or directionexpenses. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (h) The Trustee shall 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 which 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 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. (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 each agent, custodian and other Person employed to act hereunder. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (l) 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.

Rights of Trustee. Subject to TIA Section 315(a) through (d): (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need shall not investigate be bound to make any fact investigation into the facts or matter matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the documentTrustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall not be obligated to do so. (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 the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by under this Indenture, unless the Trustee’s conduct constitutes 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 may consult with counsel of its selection, selection and may rely upon the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionCounsel. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Trust Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event that is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities Except with respect to Sections 4.03 and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by4.04, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in each of its capacities as Registrar and Paying Agent, as the case may be, hereunderArticle 4. (i) The Delivery of reports, information and documents to the Trustee under Article 4 (other than the delivery of Officers’ Certificates pursuant to Section 4.04) is for informational purposes only and the Trustee’s receipt of the foregoing shall not be bound constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if which the Trustee shall determine is entitled to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationrely conclusively on Officers’ Certificates). (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The For all purposes under this Indenture, the Trustee shall not be charged with deemed to have notice or knowledge of any Default or Event of Default with respect to the Notes (other than under Section 6.01(1) and (2)) unless a Trust Officer knows of such Event of Default or unless written notice of such Default or any Event of Default shall have been given to a Trust Officer of (other than under Section 6.01(1) or (2)) is received by the Trustee at its address specified in Section 10.11 hereof and such notice references the Corporate Trust Office by Securities generally, the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or and 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 the such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities 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 accordance with the advice or opinion of such counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturehereunder; provided, however, that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely onupon, and shall be fully protected in from acting or refraining from acting in reliance onacting, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require request an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default making reference to this Indenture and to the Notes shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Issuer or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, noteNote, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuer, personally or by agent or attorney at the sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (ki) The Trustee may request that require any Paying Agent(s) to pay to it all sums held by such Agent upon the Company deliver a certificate setting forth the names occurrences of individuals and/or titles an Event of Officers of the Company authorized at such time to take specified actions pursuant to this IndentureDefault. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the CompanyCompany and the Guarantor, personally or by agent or attorney at the sole cost of the Company or the Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company or the Guarantor deliver a certificate certificate, substantially in the form of Exhibit C hereto, setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but it shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Company. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or and/or an Opinion of Counsel, or bothwhich shall conform to the provisions of Section 13.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents of its selection and shall not be responsible for the misconduct or negligence of any agent or attorney or (other than an agent who is an employee of the Trustee) appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture and the Notes of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any request or direction of any Guarantor mentioned herein shall be sufficiently evidenced if signed by an officer of such Guarantor. (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 Securityholders pursuant to this Indenture, unless such Holders Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, notesecurity, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyCompany or the Guarantor, personally or by agent or 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 investigationattorney. (ji) The Trustee shall not be required deemed to give have notice of any bond or surety in respect Event of Default unless a Trust Officer of the performance of its powers and duties hereunder. (k) The Trustee may request that has actual knowledge thereof or unless the Company deliver a certificate setting forth Trustee shall have received written notice thereof at the names of individuals and/or titles of Officers Corporate Trust Office of the Company authorized at Trustee, and such time to take specified actions pursuant to notice references the Securities and this Indenture. (lj) In no event shall Permissive rights or powers available to the Trustee hereunder shall not be responsible assumed to be mandatory duties 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 regardless of the form of actionobligations.

Rights of Trustee. (a) The Subject to the provisions of Section 7.1(a) hereof, the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the oral or written advice of such counsel or opinion any Opinion of counsel Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (fc) The Trustee may act through its attorneys and agents 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 that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) 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 or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (gf) The Except with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article 4 hereof. In addition, the Trustee shall not be charged with deemed to have knowledge of any Default or Event of Default with respect except (i) any Event of Default occurring pursuant to Sections 6.1 (a) (except that the Notes unless written notice Trustee shall not be deemed to have knowledge of such a default in the payment of Special Interest) or 6.1(b), or (ii) any Default or Event of Default shall have been given to of which a Trust Responsible Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to have received written notification; provided that the Trustee pursuant to this Indentureshall comply with the "automatic stay" provisions contained in U.S. bankruptcy laws, including its rights to be indemnified, are extended to, and shall be enforceable byif applicable. As used herein, the Trustee in each term "actual knowledge" means the actual fact or statement of its capacities as Registrar and Paying Agentknowing, as the case may be, hereunder. (i) The Trustee shall not be bound without any duty 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationwith regard thereto. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the advice of such counsel or opinion any Opinion of counsel Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with such advice of counsel. (fc) The Trustee may act through its agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) Subject to Section 7.01, 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. (e) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gf) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by of the Company or any other obligor on Trustee, and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (hg) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agenteach agent, as the case may be, custodian and other person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. Subject to TIA Section 315: (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the written advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (fc) 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. (d) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from HLI shall be sufficient if signed by an Officer of HLI. (e) 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 or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (gf) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to is received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by of the Company Trustee from HLI or any other obligor on the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (jg) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers power and duties hereunder. (kh) The Trustee shall have no duty to inquire as to the performance of HLI's covenants herein. (i) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers execute any of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or liable for special, indirect, punitive or consequential loss or damage negligence on the part 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 agent or damage and regardless of the form of actionattorney appointed with due care by it hereunder.

Rights of Trustee. (a) The Subject to Section 7.1, the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document (whether in its original, electronic or facsimile form) 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 the 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 the an Officers’ Certificate or Opinion of Counsel, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selection, own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonupon the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, approval, bond, debenture, note, other evidence of Indebtedness note or other paper or documentdocument unless requested in writing to do so by the Holders of a majority in aggregate principal amount of the then outstanding Notes issued pursuant to this Indenture (including any Additional Notes issued pursuant to this Indenture after the Issue Date). (g) The rights, but privileges, protections, immunities and benefits given to the Trustee, in including its discretionright to be indemnified, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fitare extended to, andand shall be enforceable by, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance each of its powers capacities hereunder, and duties each agent, custodian and other Person employed to act hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. Subject to Section 8.01: (a) The the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document.; (b) Before 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 the such Officers’ ' Certificate or Opinion of Counsel.; (c) The the Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder.care; (d) The the Trustee shall not be liable for any action it takes, suffers to exist 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.powers; (e) The the Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture and the Notes of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon.accordance with the advice or opinion of such counsel; (f) The the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company under this Indenture; but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid; (g) the Trustee shall not be required to give any bond or surety in respect of the execution of its trusts and powers or in respect of this Indenture; (h) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.; (gi) The the Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Default or Event of Default shall have been given to a Trust Officer of default is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee, and such notice shall reference references the Securities and this Indenture and the Notes.Indenture; (hj) The the rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agenteach agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, ; and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The the Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the documentdocument but may make such further inquiry or investigation into such facts and matters at it may see fit in its discretion and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Company, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company. (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 the Officers’ Certificate or Opinion of CounselCounsel or both. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (kh) The permissive rights of the Trustee may request that to do things enumerated in this Indenture shall not be construed as duties. (i) Except with respect to Section 4.01, the Company deliver a certificate setting forth Trustee shall have no duty to inquire as to the names of individuals and/or titles of Officers performance of the Company authorized at such time with respect to take specified actions the covenants contained in Article 4. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to this Indentureparagraphs (1) or (2) of Section 6.01 or (ii) any Default or Event of Default of which the Trustee shall have received written notification. (lj) In no event 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 be responsible in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (k) Delivery of reports to the Trustee pursuant to Section 4.02 shall not constitute actual knowledge of, or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited notice 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 actioninformation contained therein.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action; (h) The Trustee shall 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 which 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 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; and (j) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or of the Issuer and an Opinion of Counsel, or bothwhich shall conform to the provisions of Sections 11.04 and 11.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate such certificate or Opinion of Counselopinion. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers. (e) The Trustee may consult with counsel of its selection, selection and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture and the Notes of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee in its sole judgment against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has received written notice thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee and such notice shall reference references the Securities and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificatecertificate (including any Officer’s Certificate), statement, instrument, opinion, reportopinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable timesto the Issuer, to examine the books, records records, and premises of the CompanyIssuer, personally or by agent or 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. (ji) 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 shall not be required to give any bond or surety in respect of the performance each of its powers capacities hereunder and duties to each agent, custodian and other Person employed to act hereunder. (kj) The Trustee may request that the Company Issuer deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company 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) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel 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 its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonCompany. (f) The Trustee shall will 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 indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee be responsible or liable for special, punitive, 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 regardless of the form of action. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has received actual written notice of any event which is in fact such a default 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, 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. (j) 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 specified actions pursuant to this Indenture. (k) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by 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 and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers; provided, however, that the Trustee's conduct does not constitute wilful misconduct, negligence or bad faith. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to the Notes unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder principal corporate trust office of the Notes. Any Trustee, and such notice shall reference references the Securities and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be fully protected in acting or refraining from acting in reliance onupon any document, any document instrument, opinion, direction, order, notice or request reasonably 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 the such document, instrument, opinion, direction, order, notice or request. (b) Before the Trustee acts or refrains from actingacting at the direction of the Company, it may require an Officers’ Certificate or Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or bothomitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the an Officers’ Certificate or Certificate, advice of counsel and/or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (ie) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable timesto the Company, to examine the books, records and premises of the Company, personally or by agent or 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. (jf) The Trustee shall not be required deemed to give have notice of any bond Default or surety in respect Event of Default (other than payment default under Section 6.1(a)(i) or Section 6.1(a)(ii) unless a Trust Officer of the performance 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(g). (g) 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 powers capacities hereunder, and duties to each Agent, custodian and other Person or agent employed to act hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lh) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited towithout limitation, 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. (i) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (j) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (k) 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 its best efforts to resume performance as soon as practicable under the circumstances). (l) 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 investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture. (m) 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. (n) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (o) 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 as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (fc) 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. (d) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers. Any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. (e) 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 or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (gf) The Trustee shall not be deemed to have notice, or be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of any event which is in fact such a Default or Event of Default shall have been given to is received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by of the Company Trustee from the Issuers or any other obligor on the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture. (g) The Trustee shall not be required to give any bond or by any Holder surety in respect of the Notes. Any such notice shall reference this Indenture performance of its power and the Notesduties hereunder. (h) The Trustee shall have no duty to inquire as to the performance of the Issuers' covenants herein. (i) 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 shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (j) 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. (k) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including including, without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event 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 in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (m) The permissive rights of the Trustee enumerated herein shall not 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 regardless of the form of actionconstrued as duties.

Rights of Trustee. (a1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) 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 the document. (b2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, own selection and the written advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes or any Opinion of Counsel shall be full and complete authorization and protection protec- tion from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (f3) 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. (4) 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 Supplemental Indenture. (5) Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from either of the Issuers shall be sufficient if signed by an Officer of such Issuer. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the request or direction of any of the Holders pursuant to this Indenture, Holder unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g7) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to unless either (a) a Responsible Officer of the Notes unless Trustee shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee and received at the Corporate Trust Office of the Trustee by the Company Issuers or any other obligor on Holder and such notice references the Notes or by any Holder of the Notes. Any such notice shall reference and this Indenture and the NotesSupplemental Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 8) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, entitled to examine the books, records and premises of the CompanyIssuers, personally or by agent or attorney at the sole cost of the Company Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l9) In no event shall the Trustee 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 regardless of the form of action. (10) 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. (11) The Trustee may request that the Issuers deliver certificates setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Supplemental Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the document. (b) Before the Trustee acts or refrains from actingacting in any respect, it may require an Officers’ Officer’s Certificate or and/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 the Officers’ Officer’s Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or such agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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 Indenturepowers. (e) The Trustee may consult with counsel of its selectioncounsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any Default or Event of Default, except a Default under Sections 6.01(1) or 6.01(2) (but only if the Trustee is also the Paying Agent), unless written notice of any event which is in fact such a Default or Event of Default is received by a Trust Officer at its office described in Section 16.02 herein from the Company or the Holders of 25% in aggregate principal amount of the outstanding Securities, and such notice references the specific Default or Event of Default, the Securities and this Indenture and states that it is a “Notice of Default”. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. (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 Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original, electronic or facsimile form) 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 stated in the document. (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, including as Collateral Agent. (j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Note Documents at the request request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered offered, and if requested, provided, to the Trustee security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (gk) The Trustee shall not be charged with deemed to have knowledge of any Default fact or Event of Default with respect to the Notes matter unless written notice of such Default fact or Event of Default shall have been given matter is actually known to a Trust Officer of the Trustee or unless written notice of such fact or matter is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder corporate trust office of the Notes. Any such notice shall reference this Indenture and the NotesTrustee specified in Section 16.02. (hl) The rights, privileges, protections, immunities and benefits given to Whenever in the administration of this Indenture or the other Note Documents the Trustee pursuant shall deem it desirable that a matter be proved or established prior to this Indenturetaking, including its rights to be indemnified, are extended to, and shall be enforceable bysuffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in each the absence of negligence or wilful misconduct on its capacities as Registrar and Paying Agentpart, as the case may be, hereunderconclusively rely upon an Officer’s Certificate. (im) 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, judgement, bond, debenture, note, other evidence of Indebtedness coupon or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if fit and the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation. (jn) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (ko) The Trustee may request that the Company deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this IndentureIndenture or the other Note Documents. (lp) In 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. (q) The permissive rights of the Trustee enumerated hereunder shall not be construed as duties. Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Securities, the Trustee will have no event shall duty to know or inquire as to the performance or non-performance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible or liable for specialfor, indirectnor chargeable with, punitive or consequential loss or damage knowledge of the terms and conditions of any kind whatsoever (includingother agreement, but instrument, or contract, whether or not limited to, loss a copy of profit) irrespective of whether the Trustee such agreement has been advised of provided to the likelihood of such loss or damage and regardless of the form of actionTrustee.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or of the Issuer and an Opinion of Counsel, or bothwhich shall conform to the provisions of Sections 11.04 and 11.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate such certificate or Opinion of Counselopinion. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers. (e) The Trustee may consult with counsel of its selection, selection and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture and the Notes of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee in its sole judgment against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article 4 hereof. The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has received written notice thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee, and such notice shall reference references the Securities and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificatecertificate (including any Officers’ Certificate), statement, instrument, opinion, reportopinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable timesto the Issuer, to examine the books, records records, and premises of the CompanyIssuer, personally or by agent or attorney at attorney. (i) The rights, privileges, protections, immunities and benefits given to the sole cost of the Company Trustee, including, without limitation, its right to be indemnified, are extended to, and shall incur no liability or additional liability be enforceable by, the Trustee in each of any kind by reason of such inquiry or investigationits capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (j) The Trustee may request that the Issuer deliver an Officers’ 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 Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance 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 the any such document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the such Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) . The Trustee may consult with counsel of its selection, and the written advice of such counsel or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gc) The Trustee shall not be charged with knowledge 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. (d) 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. (e) The Trustee shall not be deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to is received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by of the Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture. (f) The Trustee shall not be required to give any other obligor bond or surety in respect of the performance of its power and duties hereunder. (g) The Trustee shall have no duty to inquire as to the performance of the Company's covenants herein. (h) 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 shall not be responsible for any misconduct or negligence on the Notes part of any agent or attorney appointed with due care by it hereunder. (i) The Trustee shall at no time have any Holder responsibility or liability for or with respect to the legality, validity or enforceability of any Collateral or any arrangement or agreement between the Company and any Person with respect thereto, or the perfection or priority of any security interest created in any of the Notes. Any Collateral or maintenance of any such notice perfection and priority, or for or with respect to the sufficiency of the Collateral following an Event of Default. (j) The permissive rights of the Trustee enumerated herein shall reference this Indenture and not be construed as duties. (k) Notwithstanding any provision herein to the contrary, the Trustee shall not be obligated to take any action with respect to an Event of Default pursuant to Section 6.01(j), unless it has been first notified to do so in writing by the Holders of at least 25% in aggregate principal amount of the outstanding Notes. (hl) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this IndentureTrustee, including without limitation, its rights right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar hereunder, and Paying Agentto each agent, as the case may be, custodian and other Person employed to act hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (km) The Trustee may request that the Company deliver a certificate an Officers' Certificate setting forth the names of individuals and/or titles of Officers of the Company officers authorized at such time to take specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate inves- tigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion Opin- ion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance reli- ance on the Officers’ 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 be full and complete authorization and protection from liability in re- spect 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct miscon- duct or negligence of any attorney or agent appointed with due care by it hereundercare, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selection, and the act on advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall not be full and complete authorization and protection responsible for any loss or damage resulting from liability in respect to any action taken, omitted or suffered non-action by it hereunder taken or omitted to be taken in good faith and in reliance thereonon such advice or opinion of counsel. (f) 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. (g) The Trustee shall will 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 reasona- ble indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any note, bond or surety in respect of the performance of its powers trusts and duties hereunderpow- ers under this Indenture. (ki) The Trustee may request that the Company deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company 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 such certificate previously delivered and not superseded. (j) Except with respect to receipt of payments of principal and interest on the Notes payable by the Company pursuant to Section 4.01 hereof and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to Section 4.04 hereof, the Trustee shall have no duty to monitor the Company’s -98- (k) Delivery of reports, information and documents to the Trustee described in Section 4.03 hereof is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any in- formation contained therein or determinable from information contained therein, including the Company’s or the Guarantors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to en- sure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. (l) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of the Notes, each representing less than a majority in aggregate principal amount of the Notes outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and the Trustee may, in its sole discretion, take other actions. (m) In no event shall the Trustee 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 regardless of the form of action. (n) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Re- sponsible Officer of the Trustee has received written notice of any event which is in fact such a default at the Corpo- rate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (o) The rights, privileges, protections, immunities and benefits given to the Trustee, including, with- out limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its ca- pacities hereunder, including, without limitation, in its capacity as Collateral Agent, and each agent, custodian and other Person employed to act hereunder, including the Collateral Agent. (p) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or the Private Placement Legend or under applicable law with respect to any transfer of any interest in any Note (including any transfers be- tween or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compli- ance as to form with the express requirements hereof. (q) The permissive rights of the Trustee shall not be construed as a duty.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or of the Issuer and an Opinion of Counsel, or bothwhich shall conform to the provisions of Sections 12.04 and 12.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate such certificate or Opinion of Counselopinion. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers. (e) The Trustee may consult with counsel of its selection, selection and the advice or opinion of such counsel with respect as to legal matters relating to this Indenture and the Notes of law shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee in its sole judgment against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be charged with knowledge deemed to have notice of any Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has received written notice thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to a Trust Officer of is received by the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any Trustee, and such notice shall reference references the Securities and this Indenture and the NotesIndenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificatecertificate (including any Officer’s Certificate), statement, instrument, opinion, reportopinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable timesto the Issuer, to examine the books, records records, and premises of the CompanyIssuer, personally or by agent or attorney at attorney. (i) The rights, privileges, protections, immunities and benefits given to the sole cost of the Company Trustee, including, without limitation, its right to be indemnified, are extended to, and shall incur no liability or additional liability be enforceable by, the Trustee in each of any kind by reason of such inquiry or investigationits capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company Issuer deliver a certificate an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company 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) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, upon and shall be protected in acting or refraining from acting in reliance on, any document (whether in its original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, 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 the 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 will 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 or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by it hereunderany Depository. (d) The Trustee shall will not be liable for any action it takes, suffers to exist takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge deemed to have notice of any a Default or Event of Default with respect to unless a Responsible Officer of the Notes Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default shall have been given to is received by a Trust Responsible Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notesspecified in Section 11.2 hereof. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (ji) The Trustee shall not be required to give provide any bond or surety in with respect to the execution of these trusts and powers. (j) 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 performance likelihood of such loss or damage. (k) 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. (l) 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 powers capacities hereunder, and duties each agent, custodian and other Person employed to act hereunder. (km) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be fully protected in acting or refraining from acting in reliance onupon any document, any document instrument, opinion, direction, order, notice or request reasonably 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 the such document, instrument, opinion, direction, order, notice or request. (b) Before the Trustee acts or refrains from actingacting at the direction of the Company, it may require an Officers’ Certificate or Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or bothomitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the an Officers’ Certificate or Certificate, advice of counsel and/or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or act through its attorneys and agents, respectively, agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (ie) 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, note, other evidence of Indebtedness indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable timesto the Company, to examine the books, records and premises of the Company, personally or by agent or 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. (jf) The Trustee shall not be required deemed to give have notice of any bond Default or surety Event of Default (other than payment default under Section 6.1(a) or Section 6.1(b) unless written notice of any event which is in respect fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the performance Trustee, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(f). (g) 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 powers capacities hereunder, and duties to each Agent, custodian and other Person or agent employed to act hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (lh) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited towithout limitation, 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. (i) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (j) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (k) 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 its best efforts to resume performance as soon as practicable under the circumstances). (l) 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 investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture. (m) 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. (n) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise. (o) 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 as articles of incorporation, an offering memorandum, or other identifying documents to be provided. (p) To the extent that the consent or authorization of the CNV or any other Argentine Governmental Authority or compliance with the Negotiable Obligations Law is required for the Company’s, the Trustee’s or any Agent’s performance under the Notes or this Indenture, none of the Trustee or any Agent shall have any duty or obligation to determine whether such approval, consent or authorization or compliance is required or any duty or obligation to obtain any consent, approval or authorization or ensure such compliance. The Company shall notify the Trustee and the Agents, as applicable, in writing if the approval, consent or authorization of the CNV or any other Argentine Governmental Authority or compliance with the Negotiable Obligations Law, as applicable, is required for the performance under the Notes or this Indenture by the Company, the Trustee or any Agent and, if applicable, whether or not such consent has been obtained by the Company. (q) Any Board Resolutions of the Company required to be delivered to the Trustee pursuant to this Indenture may be in Spanish and need not be accompanied by an English translation and the Trustee shall have no duty or obligation to review such resolutions or otherwise inquire as to or confirm the content thereof, and the Trustee may conclusively rely upon the receipt of any such Board Resolutions as to the requisite authority for the action relating to the purpose for which they were delivered.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the Officers’ ' Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Securities or by any Holder of the NotesSecurities. Any such notice shall reference this Indenture and the NotesSecurities. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.

Rights of Trustee. (a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any 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 stated in the 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 the Officers’ Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon. (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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes Securities unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes Securities or by any Holder of the NotesSecurities. Any such notice shall reference this Indenture and the NotesSecurities. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) The permissive rights of the Trustee enumerated herein 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters construed as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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 investigationduties. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action. (k) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded.

Rights of Trustee. (a) The Trustee may rely conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, on any document (whether in its original or facsimile form) 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 the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the 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 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 act through agents or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any agent or attorney or agent appointed with due care by it hereundercare. (d) The Trustee shall not be liable for any action it takes, suffers to exist 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. (e) The Trustee may consult with counsel of its selectionUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes Company shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered sufficient if signed by it hereunder in good faith and in reliance thereonan Officer of the Company. (f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (g) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities. (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) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Securities. (j) 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 specified actions pursuant to this Indenture, 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 certificate previously delivered and not superseded. (k) 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 security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes. Any such notice shall reference this Indenture and the Notes. (h) The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder. (i) 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, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or 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. (j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers of the Company authorized at such time to take specified actions pursuant to this Indenture. (l) In no event shall the Trustee 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 regardless of the form of action.