Common use of Rights of Trustee Clause in Contracts

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, 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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably (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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion 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. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Supplemental Indenture. (5) The Trustee may consult with counsel reasonably acceptable to Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law Issuers shall be full and complete authorization and protection from liability in respect sufficient if signed by an Officer of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselIssuers. (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, order request or direction of any of the Holders pursuant to the provisions of this Indenture, Holder unless such Holders Holder shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7) The Trustee shall not be deemed to have charged with knowledge of any fact Default or matter Event of Default unless either (a) a Responsible Officer of the 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 and received at the Corporate Trust Office of the Trustee by the Issuers or any Holder and such notice references the Notes and this Supplemental Indenture. (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 or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (9) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (10) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein or in 11) The Trustee may request that the Securities Issuers deliver certificates setting forth the names of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect individuals and/or titles of officers authorized at such time to reports, notices, certificates or other documents filed with it hereunder, except take specified actions pursuant to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)this Supplemental Indenture.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee and the Paying Agent may rely onupon, and shall be protected in acting or refraining from acting based upon, any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee and the Paying Agent need not investigate any fact or matter stated in the any such document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate Certificate, the written advice of a qualified tax expert or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate, the qualified tax expert’s written advice or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the willful misconduct or gross negligence of any agent appointed by it with due care. (4d) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate of the Issuer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Issuer may be evidenced to the Trustee or the Paying Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent Officer) of the Issuer. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee Paying Agent shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the 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 reasonable or the Paying Agent security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7f) The Trustee and the Paying Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture. (g) The Trustee and the Paying Agent shall not be liable for any action they take or omit to take in good faith which they believe to be authorized or within their rights or powers; provided that the conduct of the Trustee or the Paying Agent does not constitute willful misconduct, gross negligence or bad faith. (h) The Trustee and the Paying Agent may consult with counsel, 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 accordance with the advice or opinion of such counsel. (i) The Trustee and the Paying Agent 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 unless requested in writing by the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee, shall be reimbursed by the Issuer upon demand. (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Issuer. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law. (k) In no event shall the Trustee or the Paying Agent be liable for special, indirect or consequential 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. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee. (m) The Trustee may request that the Issuer or any Guarantor 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. (n) The Trustee shall not be deemed to have knowledge 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 or matter such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (o) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its right to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and to make them available for inspectioneach agent, at reasonable times, by Securityholders, it being understood that delivery of such reports, information custodian and documents other Person employed 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 (except as set forth in Section 4.4)act hereunder.

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1the provisions of the Trust Indenture Act: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably 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. (2b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. (c) Before the Trustee acts or refrains from acting, it may consult with counsel of its own selection or require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Certificate. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such a Board Resolution, the advice of counsel, a certificate of an Officer or opinionOfficers delivered pursuant to Section 1.2, an Officers’ Certificate or an Opinion of Counsel. (3d) The Trustee may act through agents and attorneys, or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed by it with due care. (4e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its discretion or rights or powers. (5f) Unless otherwise expressly provided in this Indenture, the Trustee shall have no obligation to distribute to the Holders, the Company or any third party any amounts to be paid to the Trustee until such amounts are collected by the Trustee. (g) The Trustee may consult with counsel reasonably acceptable rights, privileges, protections, immunities and benefits given to the Trustee, which may including, without limitation, its right to be counsel to the Companyindemnified, are extended to, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability enforceable by, the Trustee in respect each of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselits capacities hereunder. (6h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby. (7) The Trustee shall not be deemed direction. Notwithstanding anything contained herein to have knowledge of any fact or matter (includingthe contrary, without limitation, a Default or in case an Event of Default) unless such fact or matter is known Default with respect to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificateany series has occurred and is continuing, the Trustee shall not have any responsibility exercise, with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery Securities of such reportsseries, information such of the rights and documents to powers vested in it by this Indenture, and shall use the Trustee is for informational purposes only same degree of care and skill in their exercise, as a prudent individual would exercise or use under the Trustee’s receipt circumstances in the conduct of such shall not constitute constructive notice of any information contained therein his or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4)her own affairs.

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its rights or powers; provided, however, that, subject to paragraph (b) of Section 7.01, the Trustee’s conduct does not constitute willful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) 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, order or direction of any of the Holders pursuant to of the provisions of this IndentureNotes, unless such Holders shall have offered to the Trustee reasonable security or and/or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7h) The Trustee shall not be deemed bound to have knowledge make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of any fact Counsel), notice, request, direction, consent, order, bond, debenture, or matter other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, j) In no event shall the Trustee shall be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not have any responsibility with respect to reportslimited to, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such reports, information loss or damage and documents regardless of the form of action. (k) 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 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 (except as set forth in Section 4.4)take specified actions pursuant to this Indenture.

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon 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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, attorneys and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be fully protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 14.4 and 14.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Whenever by the terms of this Indenture, the Trustee shall not be deemed required to have knowledge of transmit notices or reports to any fact or matter (includingall Holders, without limitation, a Default or Event of Default) unless such fact or matter is known the Trustee shall be entitled to a Responsible Officer rely on the information provided by the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available be responsible for inspection, at reasonable times, by Securityholders, it being understood that delivery the accuracy of such 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 (except as set forth in Section 4.4)information.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companycounsel, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Except with respect to Sections 4.01 and 4.02, the Trustee shall be under have no obligation duty to exercise any inquire as to the performance of the rights or powers vested Company’s covenants in it by this Indenture at Article 4 hereof. In addition, the 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (1) unless such fact any Event of Default occurring pursuant to Sections 6.01(1) and 6.01(2) or matter is known to a Responsible Officer (ii) any Default or Event of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities Default of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, which the Trustee shall not have any responsibility with respect to reports, notices, certificates received written notice in the manner set forth in this Indenture or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery a Trust Officer shall have obtained actual knowledge. Delivery of such reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of such the foregoing 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 thereunder (except as set forth in Section 4.4to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). (g) 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 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, it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Company has been advised as to the likelihood of such loss or damage and regardless of the form of action.

Rights of Trustee. (a) Subject to Section 7.1: (1) The , the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes in its sole subjective discretion (which it reasonably believes discretion shall be exercised in good faith) to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) The permissive right of the Trustee may consult with counsel reasonably acceptable to the Trustee, which may act hereunder shall not be counsel to the Company, and the advice or opinion of such counsel construed as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsela duty. (6f) 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. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee in its sole subjective discretion (which discretion shall be exercised in good faith) against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7h) The Trustee shall not be required to take notice or deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known Default hereunder, except failure by the Company to a Responsible Officer make any of the Trustee. (8) Unless otherwise expressly provided herein payments to the Trustee pursuant to Section 6.1(a) or in the Securities of a Series or the related Board ResolutionSection 6.1(b) hereof, supplemental indenture or Officers’ Certificate, unless the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery be specifically notified in writing of such reports, information and documents to Event of Default by the Trustee is for informational purposes only and Company or by one or more of 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 (except as set forth in Section 4.4)Holders.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely onupon, and shall be protected in acting or refraining from acting based upon, 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 any such document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate Officer’s Certificate, the written advice of a qualified tax expert or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officer’s Certificate, the qualified tax expert’s written advice or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, or attorneys and shall not be responsible for the willful misconduct or negligence of any agent or attorneys appointed by it with due care. (4d) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate of the Issuer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Managing Partner of the Issuer may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Issuer. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall be under no an obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the 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 reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7f) The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture, provided that the conduct of the Trustee does not constitute willful misconduct, gross negligence or bad faith. (g) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless written notice of any event which is in fact such fact or matter a default is known to received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (h) 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 accordance with the advice or opinion of such counsel. (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 unless, in the case of the Trustee, requested in writing by the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee, shall be reimbursed by the Issuer upon demand. (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Issuer. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law. (k) In no event shall the Trustee be liable for special, indirect, punitive or consequential 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. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee. (8) Unless otherwise expressly provided herein or in m) The Trustee may request that the Securities Issuer deliver a certificate setting forth the names of a Series or individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (n) The rights, privileges, protections, immunities and benefits given to the related Board ResolutionTrustee, supplemental indenture or Officers’ Certificateincluding, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 in each of its covenants capacities hereunder (except as set forth in Section 4.4including its Agent roles), and to each agent, custodian and other Person employed to act hereunder.

Rights of Trustee. (a) Subject to Section 7.17.01: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge. In the absence of such notice, the Trustee may conclusively assume there is no Default except as aforesaid. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, and may refuse to perform any duty or exercise any such rights or powers, unless such Holders it shall have been offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein by it in connection with such exercise of its rights or therebypowers. (78) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (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 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, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the investigation. Except with respect to Sections 4.01, 4.02 (subject to paragraph 12 below) and 4.04, the Trustee shall have no duty to inquire as to the performance of the Issuer’s and the Guarantors’ covenants set forth herein. (9) The Trustee shall not be deemed required to have knowledge give any bond or surety in respect of any fact or matter the performance of its powers and duties hereunder. (10) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties hereunder. (11) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or in the Securities 12) Delivery of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (except as set forth in Section 4.4which the Trustee is entitled to rely exclusively on the Officer’s Certificate).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion 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. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) The None of the Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law any Agent shall be full and complete liable for (i) the appointment of the Collateral Agent, the International Security Agent or any Additional Collateral Agent, (ii) any authorization and protection from liability in respect of or direction given pursuant to Section 11.03(e), (iii) any action takengrant or undertaking made pursuant to Section 11.03(f), omitted (iv) any confirmation given pursuant to Section 11.03(g) or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel(v) any agreement given pursuant to Section 11.03(h). (6f) 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. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7h) The Trustee shall have no duty to inquire as to the performance of the covenants in Article 4 hereof or under any other agreement to which the Company is a party. In addition, the Trustee shall not be deemed to have knowledge of any fact Default or Event of Default except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof to the extent it is the Paying Agent; or (2) any Default or Event of Default of which its Responsible Officer shall have received written notification at its Corporate Trust Office. (i) 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. (j) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. (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 shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Notes, and the Trustee shall have no responsibility for compliance with any state, Federal or international securities laws in connection with the Notes. (m) Delivery of reports or information to the Trustee under the Notes Documents (other than reports or information delivered to the Trustee pursuant to a notice requirement in the Notes Documents) solely for the purpose of the Trustee forwarding or passing-along such reports or information to another Person does not constitute actual or constructive knowledge of any matter contained therein. (includingn) All rights, without limitationprotections and indemnities of the Trustee set forth in this Article VII shall also apply to the Agents, the Collateral Agent and the International Security Agent. (o) The Trustee shall have no duty (i) in relation to the validity, perfection, continuation, priority or enforceability of the Collateral or any interest therein, or to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the trust. (p) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several. (q) The Company and the Agents acknowledge and agree that in the event of a Default or Event of Default) unless such fact or matter is known , the Trustee may, by notice in writing to a Responsible Officer each of the Company and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Prior to receiving such written notification from the Trustee, the Agents shall be the agents of the Company and need have no concern for the interests of the Holders. (8) Unless otherwise expressly provided herein or r) The Agents hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the UK Financial Conduct Authority in the Securities UK Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money. (s) Any obligation the Agents may have to publish a Series notice to Holders of Global Notes on behalf of the Company will be met upon delivery of the notice to Euroclear and Clearstream. (t) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Company or other party entitled to give the related Board ResolutionAgents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this clause (s), supplemental indenture or Officers’ Certificatethen such Agent shall be entitled to take no action until such clarification is provided, the Trustee and shall not have incur any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available liability for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s not taking any action pending receipt of such clarification. (u) No Agent shall not constitute constructive notice be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for or with any information contained therein or determinable from information contained therein, including person other than the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion 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. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) The None of the Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law any Agent shall be full and complete liable for (i) the appointment of the Collateral Agent, the International Security Agent or any Additional Collateral Agent, (ii) any authorization and protection from liability in respect of or direction given pursuant to Section 11.03(e), (iii) any action takengrant or undertaking made pursuant to Section 11.03(f), omitted (iv) any confirmation given pursuant to Section 11.03(g) or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel(v) any agreement given pursuant to Section 11.03(h). (6f) 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. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7h) The Trustee shall have no duty to inquire as to the performance of the covenants in Article 4 hereof or under any other agreement to which the Company is a party. In addition, the Trustee shall not be deemed to have knowledge of any fact Default or Event of Default except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof to the extent it is the Paying Agent; or (2) any Default or Event of Default of which its Responsible Officer shall have received written notification at its Corporate Trust Office. (i) 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. (j) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. (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 shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Notes, and the Trustee shall have no responsibility for compliance with any state, Federal or international securities laws in connection with the Notes. (m) Delivery of reports or information to the Trustee under the Notes Documents (other than reports or information delivered to the Trustee pursuant to a notice requirement in the Notes Documents) solely for the purpose of the Trustee forwarding or passing-along such reports or information to another Person does not constitute actual or constructive knowledge of any matter contained therein. (includingn) All rights, without limitationprotections and indemnities of the Trustee set forth in this Article VII shall also apply to the Agents, the Collateral Agent and the International Security Agent. (o) The Trustee shall have no duty (i) in relation to the validity, perfection, continuation, priority or enforceability of the Collateral or any interest therein, or to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the trust. (p) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several. (q) The Company and the Agents acknowledge and agree that in the event of a Default or Event of Default) unless such fact or matter is known , the Trustee may, by notice in writing to a Responsible Officer each of the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Prior to receiving such written notification from the Trustee, the Agents shall be the agents of the Issuer and need have no concern for the interests of the Holders. (8) Unless otherwise expressly provided herein or r) The Agents hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the UK Financial Conduct Authority in the Securities UK Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money. (s) Any obligation the Agents may have to publish a Series notice to Holders of Global Notes on behalf of the Issuer will be met upon delivery of the notice to Euroclear and Clearstream. (t) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Company or other party entitled to give the related Board ResolutionAgents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this clause (s), supplemental indenture or Officers’ Certificatethen such Agent shall be entitled to take no action until such clarification is provided, the Trustee and shall not have incur any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available liability for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s not taking any action pending receipt of such clarification. (u) No Agent shall not constitute constructive notice be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for or with any information contained therein or determinable from information contained therein, including person other than the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or and/or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or gross negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its rights or powers; provided, however, that, subject to paragraph (b) of Section 7.01, the Trustee’s conduct does not constitute willful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) 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, order or direction of any of the Holders pursuant to of the provisions of this IndentureNotes, unless such Holders shall have offered to the Trustee reasonable security or and/or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7h) The Trustee shall not be deemed bound to have knowledge make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of any fact Counsel), notice, request, direction, consent, order, bond, debenture, or matter other paper or document, but the Trustee, , may make such further inquiry or investigation into such facts or matters as it may see fit. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder and under any other agreement entered into by the Trustee in connection with this Indenture and the Notes, and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein j) In no event shall the Trustee be responsible or in 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 Securities 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 Issuers deliver a Series or certificate setting forth the related Board Resolution, supplemental indenture or Officers’ Certificate, the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (l) The Trustee shall not have be required to give any responsibility with bond or surety in respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 performance of its covenants hereunder (except as set forth in Section 4.4)powers and duties hereunder.

Rights of Trustee. (a) Subject to Section 7.1: (1) The 6.1, the Trustee may conclusively rely on, on and shall be protected in acting upon or refraining from acting upon, upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. The Subject to Section 6.1, the Trustee need not investigate any fact or matter stated in the document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officer’s Certificate or opinionOpinion of Counsel. (3c) The Trustee may act execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneysor attorneys or a custodian or nominee, and the Trustee shall not be responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or nominee appointed with due care by it with due carehereunder. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companycounsel, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise institute, conduct or defend any of the rights or powers vested in it by litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes or the Controlling Party, pursuant to the provisions of this Indenture, unless such Holders of Notes or the Controlling Party shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured) of which a Responsible Officer of the Trustee shall have actual knowledge, exercise the rights and powers vested in it by this Indenture with reasonable care and skill. (7g) The Trustee shall not be deemed bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Security Insurer (so long as no Insurer Default shall have knowledge occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing) by the Holders of any fact Notes evidencing not less than 25% of the Outstanding Amount thereof; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or matter (includingliabilities likely to be incurred by it in the making of such investigation is, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer in the opinion of the Trustee. (8) Unless otherwise expressly provided herein or in , not reasonably assured to the Securities Trustee by the security afforded to it by the terms of a Series this Indenture or the related Board Resolution, supplemental indenture or Officers’ CertificateSale and Servicing Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall not have any responsibility with respect to reportsbe paid by the Person making such request, noticesor, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, if paid by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of , shall be reimbursed by the Person making 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 (except as set forth in Section 4.4)request upon demand.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely onconclusively rely, and shall be fully protected in acting or refraining from acting uponacting, 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall will not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence Opinion of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) Counsel. The Trustee may consult with counsel reasonably acceptable to of the Trustee, which may be counsel to the Company, ’s own choosing and the written advice or opinion of such counsel as to matters or any Opinion of law shall Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselreliance thereon. (6c) The Trustee shall 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. (e) 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 the Issuer. (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of 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 may that might be incurred therein by it in compliance with such request or therebydirection. (7g) The Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire with respect to the covenants contained in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any fact or matter (including, without limitation, a Default or Event of DefaultDefault occurring pursuant to Sections 4.01, 6.01(1) unless such fact or matter is known to 6.01(2) hereof or (ii) any Default or Event of Default of which a Responsible Officer of the TrusteeTrustee shall have received written notification or obtained actual knowledge. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, h) In no event shall the Trustee shall be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not have any responsibility with respect to reportslimited to, noticesloss of profit), certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery regardless of whether the Trustee has been advised of the likelihood of such reports, information loss or damage and documents to regardless of the Trustee is for informational purposes only and the Trustee’s receipt form 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 (except as set forth in Section 4.4)action.

Rights of Trustee. (a) Subject to Section 7.1: (1) The In connection with the Trustee's rights and duties under this Indenture or the Collateral Documents, the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from actingacting under this Indenture or the Collateral Documents, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion 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 or pursuant to the Collateral Documents in good faith and in reliance thereon. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture or the Collateral Documents. (5e) The Trustee may consult with counsel reasonably acceptable to Unless otherwise specifically provided in this Indenture or the TrusteeCollateral Documents, which may any demand, request, direction or notice from the Company shall be counsel to sufficient if signed by an Officer of the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) 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, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7g) The Except with respect to Section 4.01 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 deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Sections 6.01(1), 6.01(2) and 4.01 or matter is known to a Responsible Officer (ii) any Default or Event of Default of which the TrusteeTrustee shall have received written notification or obtained actual knowledge. (8) Unless otherwise expressly provided herein h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Securities of a Series Trustee may, in its discretion, make such further inquiry or the related Board Resolution, supplemental indenture investigation into such facts or Officers’ Certificate, matters as it may see fit and if the Trustee shall not have 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. (i) To the extent any responsibility provisions of the Collateral Documents conflict with or are silent with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as matters set forth in Section 4.4)this Article 7, such Collateral Document shall be deemed to include such provisions set forth herein as if stated therein.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ Officer's Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 11.4 and 11.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture or the TIA. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article V. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Section 6.1(a) or matter is known to a Responsible Officer 6.1(b) or (ii) any Default or Event of Default of which the TrusteeTrustee shall have received written notification or obtained actual knowledge. (8) h) Unless otherwise expressly specifically provided herein for in this Indenture, any demand, request, direction or in notice from the Securities Company shall be sufficient if signed by an Authorized Representative of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably 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. (2b) Before the Trustee acts or refrains from actingacting with respect to any matter contemplated by this Indenture, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than the negligence or willful misconduct of an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith and without negligence which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture or the TIA. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7f) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall not be deemed to have knowledge full and complete authorization and protection in respect of any fact action taken, suffered or matter omitted by it hereunder in good faith and in reliance thereon. (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein h) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and or in the Securities titles of a Series or the related Board Resolutionofficers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, the Trustee shall including any person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, conclusively on any document reasonably (whether in 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.513.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of 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 may be incurred therein or thereby. (7g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee may 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, 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. (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties. (j) The Trustee shall not be deemed to have knowledge notice of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact or matter 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. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or in l) the Securities Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of a Series or the related Board Resolutionindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, the Trustee shall including any person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably 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. (2b) Before the Trustee acts or refrains from actingacting with respect to any matter contemplated by this Indenture, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than the negligence or willful misconduct of an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith and without negligence which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture or the TIA. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon 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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, attorneys and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ ' Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1i) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2ii) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3iii) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5v) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6vi) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7vii) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, attorneys and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ ' Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely onupon, and shall be protected in acting or refraining from acting based upon, 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 any such document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate Officer’s Certificate, the written advice of a qualified tax expert or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officer’s Certificate, the qualified tax expert’s written advice or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, or attorneys and shall not be responsible for the willful misconduct or gross negligence of any agent or attorneys appointed by it with due care. (4d) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Company. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall be under no an obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the 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 reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7f) The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture. (g) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless written notice of any event which is in fact such fact or matter a default is known to received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. (h) 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 accordance with the advice or opinion of such counsel. (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. (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Company. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law. (k) In no event shall the Trustee be liable for special, indirect, punitive or consequential 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. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee. (8) Unless otherwise expressly provided herein or in m) The Trustee may request that the Securities Company deliver a certificate setting forth the names of a Series or individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (n) The rights, privileges, protections, immunities and benefits given to the related Board ResolutionTrustee, supplemental indenture or Officers’ Certificateincluding, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 in each of its covenants capacities hereunder (except as set forth in Section 4.4including its Agent roles), and to each agent, custodian and other Person employed to act hereunder. (o) The Trustee shall have no responsibility for any actions taken or not taken by a Depositary.

Rights of Trustee. (a) Subject to Section 7.1:7.1 hereof (1) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document.; (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.; (43) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.; provided that the Trustee's conduct does not constitute negligence or bad faith; (54) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.; (5) Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel, or both; (6) The Trustee shall not be under no obligation liable for any action taken, suffered, or omitted to exercise any of be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture at the 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.; (7) The Trustee shall not be deemed to have knowledge 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 or matter 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; (8) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its rights to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and each agent, custodian and other Person employed to make them available for inspectionact hereunder; and (9) 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, at reasonable times, which Officers' Certificate may be signed by Securityholders, it being understood that delivery of such reports, information and documents any person authorized 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 thereinsign an Officers' Certificate, including the Company’s compliance with any of its covenants hereunder (except person specified as set forth so authorized in Section 4.4)any such certificate previously delivered and not superseded.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any document reasonably y 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. (2) Before the Trustee acts or refrains from acting, it may require require, and may conclusively rely on, an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) 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. (8) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) 9) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (10) The rights, privileges, protection, 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. (11) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4). (12) 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. (13) In no event shall the Trustee be responsible or liable for special, 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.

Rights of Trustee. (a) Subject to Section 7.18.01: (1) The Trustee may rely on, conclusively and shall be fully protected in acting or refraining from acting upon, upon on any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.513.04(b). The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion of Counsel. (3) The Trustee may act execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneysagents, attorneys or custodians, and the Trustee shall not be responsible for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by it the Trustee with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any such action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7) 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 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 sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand from the Company’s own funds. (8) The Trustee shall not be deemed to have notice or knowledge of any Default, Event of Default or 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, and such notice references the Securities and this Indenture. In the absence of receipt of such notice or matter actual knowledge, the Trustee may conclusively assume that there is no Default or Event of Default. (9) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, including, without limitation as Paying Agent, Registrar and Conversion Agent, and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or 10) The right of the Trustee to perform any discretionary act enumerated in the Securities of this Indenture shall not be construed as a Series or the related Board Resolutionduty, supplemental indenture or Officers’ Certificate, and the Trustee shall not have any responsibility with respect to reports, notices, certificates be answerable for other than its own gross negligence or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery willful misconduct in the performance of such 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 (except as set forth in Section 4.4)act.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or and/or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.513.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through attorneys and agents and attorneys, of its selection and shall not be responsible for the misconduct or negligence of any agent or attorney (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Before the Trustee acts or refrains from acting, it may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7h) 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 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. (i) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless such fact or matter is known to a Responsible Trust Officer of the Trustee. (8) Unless otherwise expressly provided herein Trustee has actual knowledge thereof or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, unless the Trustee shall not have received written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. As used herein, the term "actual knowledge" means the actual fact or statement of knowing, without any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except duty to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 investigation with any of its covenants hereunder (except as set forth in Section 4.4)regard thereto.

Rights of Trustee. (a) Subject to to Section 7.17.1 hereof: (1) The Trustee may conclusively rely on, on and shall be fully protected in acting or refraining from acting upon, upon any document (including without limitation any Company Request or Officers' Certificate) 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 any document. (2) Before the Trustee acts or refrains from acting, including whenever the Trustee deems it desirable that a matter be proved or established prior to it acting or refraining from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than the negligence or willful misconduct of an agent who is an employee of the Trustee) appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee's conduct does not constitute negligence or bad faith. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction; (7) The Trustee shall not be liable for any action taken, suffered, or omitted to 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; (8) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (9) The Trustee shall not be deemed to have knowledge 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 or matter 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; (10) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its rights to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except including if at any time it acts as Collateral Agent under the Security Documents, and each agent, custodian and other Person employed to make them available for inspectionact hereunder; and (11) The Trustee may request that the Company deliver an Officers' Certificate (a form of which is attached hereto as Exhibit H) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, at reasonable times, which Officers' Certificate may be signed by Securityholders, it being understood that delivery of such reports, information and documents any person authorized 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 thereinsign an Officers' Certificate, including the Company’s compliance with any of its covenants hereunder (except person specified as set forth so authorized in Section 4.4)any such certificate previously delivered and not superseded.

Rights of Trustee. (a) Subject to Section 7.1the provisions of the Trust Indenture Act: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably 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. (2b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. (c) Before the Trustee acts or refrains from acting, it may consult with counsel of its own selection or require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5' Certificate. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such a Board Resolution, the advice of counsel, a certificate of an Officer or opinionOfficers delivered pursuant to Section 1.2, an Officers' Certificate or an Opinion of Counsel. (3d) The Trustee may act through agents and attorneys, or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed by it with due care. (4e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its discretion or rights or powers. (5f) Unless otherwise expressly provided in this Indenture, the Trustee shall have no obligation to distribute to the Holders, the Company or any third party any amounts to be paid to the Trustee until such amounts are collected by the Trustee. (g) The Trustee may consult with counsel reasonably acceptable rights, privileges, protections, immunities and benefits given to the Trustee, which may including, without limitation, its right to be counsel to the Companyindemnified, are extended to, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability enforceable by, the Trustee in respect each of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselits capacities hereunder. (6h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby. (7) The Trustee shall not be deemed direction. Notwithstanding anything contained herein to have knowledge of any fact or matter (includingthe contrary, without limitation, a Default or in case an Event of Default) unless such fact or matter is known Default with respect to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificateany series has occurred and is continuing, the Trustee shall not have any responsibility exercise, with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery Securities of such reportsseries, information such of the rights and documents to powers vested in it by this Indenture, and shall use the Trustee is for informational purposes only same degree of care and skill in their exercise, as a prudent individual would exercise or use under the Trustee’s receipt circumstances in the conduct of such shall not constitute constructive notice of any information contained therein his or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4)her own affairs.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be fully protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 13.4 and 13.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed by it with due care. (4d) The Trustee shall not be liable for any action that it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein by it in compliance with such request, order or therebydirection. (7g) The Trustee may consult with counsel that is regularly engaged in matters involving trust indentures and selected by the Trustee in good faith, and the written opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (h) The Trustee shall not be deemed to have charged with knowledge of any fact Defaults or matter Events of Default unless either (including, without limitation, 1) a Trust Officer of the Trustee shall have actual knowledge of such Default or Event of DefaultDefault or (2) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery written notice of such reports, information and documents Default or Event of Default shall have been given to the Trustee is for informational purposes only and by any Holder or by the Trustee’s receipt Company or any other obligor on the Notes or any holder of such shall not constitute constructive notice of Senior Indebtedness or Guarantor Senior Indebtedness or any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4)representative thereof.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters or any Opinion of law Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselreliance thereon. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby. (7) The direction. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (1) unless such fact any Event of Default occurring pursuant to Sections 6.1(a), 6.1(b), 6.1(c) and 4.3 hereof or matter is known to (2) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery obtained actual knowledge. Delivery of such reports, information and documents to the Trustee under Section 4.2 is for informational purposes only and the information and the Trustee’s 's receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, therein including the Company’s 's compliance with any of its their covenants hereunder thereunder (except as set forth in Section 4.4to which the Trustee is entitled to rely exclusively on an Officers' Certificate).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, any document reasonably believed by it to be genuine and to have been signed or presented by In the proper Person. The Trustee need not investigate any fact or matter stated in the document. (2) Before event the Trustee acts is requested to deliver to the Collateral Agent a notice or refrains from actingdirection on behalf of the Issuer instructing the Collateral Agent to take an action under the terms of this Indenture, it may require the Collateral Documents or the Intercreditor Agreements, the Issuer shall deliver to the Trustee an Officers’ Officer’s Certificate or an and Opinion of Counsel, or both, which shall conform to each stating that the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any relevant action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be is authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to permitted under the TrusteeIndenture, which may be counsel to the CompanyCollateral Documents and the Intercreditor Agreements, and the advice or opinion of conditions precedent to such counsel as action under such documents have been complied with. In the event the Trustee itself is requested by the Issuer to matters of law shall be full and complete authorization and protection from liability in respect of any take an action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant relating to the provisions Collateral under the terms of this Indenture, unless such Holders the Collateral Documents or the Intercreditor Agreements, the Issuer shall have offered deliver to the Trustee reasonable security an Officer’s Certificate and Opinion of Counsel, each stating that the relevant action is authorized or indemnity against permitted under the costsIndenture, expenses the Collateral Documents and liabilities which may be incurred therein or therebythe Intercreditor Agreements, and the conditions precedent to such action under such documents have been complied with. (7b) The Trustee shall not be deemed to have knowledge For the avoidance of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificatedoubt, the Trustee shall not have assume, be responsible for or otherwise be obligated for any responsibility with respect liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to reportsany environmental law as a result of this Indenture, notices, certificates any Intercreditor Agreement or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood any Collateral Document. In the event that delivery of such reports, information and documents to the Trustee is required to acquire title to an asset for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice any reason, or take any managerial action of any information contained therein kind in regard thereto, in order to carry out any fiduciary or determinable from information contained thereintrust obligation for the benefit of another, including which may cause the Company’s compliance with Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Trustee to incur liability under CERCLA or any other applicable law, the Trustee reserves the right, instead of its covenants hereunder (except as set forth in Section 4.4)taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, conclusively 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent or attorney appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders holders pursuant to the provisions of this Indenture, unless such Holders holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties. (j) The Trustee shall not be deemed to have knowledge notice of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact or matter 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, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder (including as Agents), and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, l) In no event shall the Trustee shall be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not have any responsibility with respect to reportslimited to, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such reports, information loss or damage and documents regardless of the form of action. (m) 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 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 (except as set forth in Section 4.4)take specified actions pursuant to this Indenture.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, conclusively 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or of the Issuer and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 13.04 and 13.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee in its sole judgment against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Trustee shall not be deemed to have knowledge notice of any Event of Default unless a Responsible Officer of the Trustee has received written notice 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. (h) The Trustee shall not be bound to make any investigation into the facts or matter matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or in j) The Trustee may request that the Securities Issuer deliver an Officers’ Certificate setting forth the names of a Series or the related Board Resolutionindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, the Trustee shall including any Person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any document reasonably y 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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) 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. (8) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) 9) The rights, privileges, protection, 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. (10) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4). (11) 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. (12) In no event shall the Trustee be responsible or liable for special, 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.

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than the negligence or willful misconduct of an agent who is an employee of the Trustee) appointed by it with due care. (43) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee's conduct does not constitute negligence or bad faith. (54) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (5) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel, or both. (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, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7) 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 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 sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (8) The Trustee shall not be liable for any action taken, suffered, or omitted to 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. (9) The Trustee shall not be deemed to have knowledge 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 or matter such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Senior Notes and this Indenture. (10) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein or in 11) The Trustee may request that the Securities Company deliver an Officers' Certificate setting forth the names of a Series or the related Board Resolutionindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ ' Certificate may be signed by any person authorized to sign an Officers' Certificate, the Trustee shall including any person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, conclusively 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officer’s Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters of law legal matters, including with respect to this Indenture and the Security Documents, shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of 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 may be incurred therein or thereby. (7g) The Trustee shall not be deemed bound to have knowledge of make any fact investigation into the facts or matter matters stated in any resolution, certificate (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except determine to make them available for inspection, at reasonable times, by Securityholderssuch further inquiry or investigation, it being understood that delivery of such reportsshall be entitled, information and documents upon reasonable notice to the Trustee is for informational purposes only Issuers, to examine the books, records, and premises of the Trustee’s receipt Issuers, personally or by agent or attorney at the sole cost 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 (except as set forth in Section 4.4)Issuers.

Rights of Trustee. (a) Subject to Section 7.18.01: (1) The Trustee may rely on, conclusively and shall be protected in acting or refraining from acting upon, upon on any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.514.04(b). The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion of Counsel. (3) The Trustee may act execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneysagents, attorneys or custodians, and the Trustee shall not be responsible for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by it the Trustee with due care. (4) The Trustee shall not be personally liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any such action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7) 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 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 sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand from the Company’s own funds. (8) The Trustee shall not be deemed to have notice or knowledge of any Default, Event of Default, or Designated Event 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, and such notice references the Securities and this Indenture. In the absence of receipt of such notice or matter actual knowledge, the Trustee may conclusively assume that there is no Default, Event of Default, or Designated Event. (9) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, including, without limitation as Paying Agent, Registrar and Conversion Agent, and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or 10) The right of the Trustee to perform any discretionary act enumerated in the Securities of this Indenture shall not be construed as a Series or the related Board Resolutionduty, supplemental indenture or Officers’ Certificate, and the Trustee shall not have any responsibility with respect to reports, notices, certificates be answerable for other than its own gross negligence or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery willful misconduct in the performance of such 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 (except as set forth in Section 4.4)act.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably (whether in 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.; (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of CounselCounsel or both (in each case, or both, which shall conform to the provisions of in accordance with Section 10.512.04). The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinion.Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.; (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.powers conferred upon it by this Indenture; (5e) The Trustee may consult with counsel reasonably acceptable to Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law Issuer shall be full and complete authorization and protection from liability in respect sufficient if signed by an Officer of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.Issuer; (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or and indemnity satisfactory to it against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or thereby.direction; (7g) The Trustee shall not be deemed to have knowledge notice of any Default or Event of Default unless written notice of any event which is in fact or matter such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture; (h) 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; (i) The Trustee may request that the Issuer deliver a Default certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; and (j) In no event shall the Trustee be responsible or Event liable for special, indirect, punitive, or consequential loss or damage of Defaultany kind whatsoever (including, but not limited to, loss of profit) unless such fact or matter is known to a Responsible Officer irrespective of whether the Trustee has been advised of the Trusteelikelihood of such loss or damage and regardless of the form of action. (8) Unless otherwise expressly provided herein k) The Trustee shall not be bound to make any investigation into the facts or matters stated in the Securities of a Series or the related Board Resolutionany resolution, supplemental indenture or certificate (including any Officers’ Certificate), the Trustee shall not have statement, instrument, opinion (including any responsibility with respect to reportsOpinion of Counsel), noticesnotice, certificates request, direction, consent, order, bond, debenture, or other documents filed with it hereunderpaper or document, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and but the Trustee’s receipt of , in its discretion, may make such shall not constitute constructive notice of any information contained therein further inquiry or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except investigation into such facts or matters as set forth in Section 4.4)it may see fit.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, conclusively 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as with respect to legal matters of law relating to or affecting this Indenture, the Securities or any Security Document shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of 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 may be incurred therein or thereby. (7g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer. (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties. (j) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless such fact or matter is known to 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 Securities and this Indenture. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the k) The Trustee shall not have any responsibility no duty to inquire as to the performance of the Issuer and the Guarantors with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery the covenants contained in Article Four hereof. Delivery of such reports, information and documents to the Trustee under Section 4.17 is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s and Guarantors’ compliance with any of its the covenants hereunder (except as set forth to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (l) No provision of this Indenture or any Security Document shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation. (m) The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture or any Security Document by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control. (n) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified and all other rights provided in Section 4.4)7.01, this Section 7.02 and Section 7.06, are extended to, and shall be enforceable by, (i) the Trustee in each of its capacities hereunder and (ii) each Agent, custodian and other Person employed to act hereunder. (o) In no event shall the Trustee be liable under or in connection with this Indenture or any Security Document for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or loss of opportunity, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

Rights of Trustee. (a) Subject to the provisions of Section 7.1: (17.01(a) The hereof, the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from actingacting in the administration of this Indenture, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (3c) The Trustee may act execute any of its trusts or powers or perform any duties under this Indenture either directly by or through agents and or attorneys, and may in all cases pay, subject to reimbursement as provided herein, such reasonable compensation as it deems proper to 84 all such agents and attorneys employed or retained by it, and the Trustee shall not be responsible for the any misconduct or negligence of any agent or attorney appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) The Trustee may consult with counsel reasonably acceptable to the TrusteeUnless otherwise specifically provided in this Indenture, which may be counsel to the Companyany demand, and the advice request, direction or opinion of such counsel as to matters of law notice from an Issuer or any Subsidiary Guarantor shall be full and complete authorization and protection from liability sufficient if signed by an Officer of the Partnership or the General Partner (in respect the case of the Partnership), by an Officer of the General Partner (in the case of the General Partner) or by an Officer of El Paso Finance or any action taken, omitted Subsidiary Guarantor (in the case of El Paso Finance or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselSubsidiary Guarantor). (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the claims, costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7g) The Trustee is not required to make any inquiry or investigation into facts or matters stated in any document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers. (h) The Trustee is not required to take notice or shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of DefaultDefault hereunder except Defaults or Events of Default under Sections 6.01(a) and 6.01(b) hereof, unless such fact or matter is known to a Responsible Officer of the TrusteeTrustee has actual knowledge thereof or has received notice in writing of such Default or Event of Default from the Issuers or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, and in the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. (8) Unless otherwise expressly provided herein i) The Trustee is not required to give any bond or in surety with respect to the Securities performance of a Series its duties or the related Board Resolutionexercise of its powers under this Indenture. (j) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, supplemental indenture each representing less than the aggregate principal amount of Notes outstanding required to take any action hereunder, the Trustee, in its sole discretion may determine what action, if any, shall be taken. (k) 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 indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation of removal, the discharge of this Indenture and final payments of the Notes. (l) The permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or Officers’ Certificateduty to do so. (m) Except for information provided by the Trustee concerning the Trustee, the Trustee shall not have no responsibility for any responsibility information and any offering memorandum, disclosure material or prospectus distributed with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)Notes.

Rights of Trustee. (a) Subject to Section 7.18.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 12.4 and 12.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture or the TIA. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Except with respect to Section 5.1, the Trustee shall have no duty to inquire as to the performance of the Issuers' covenants in Article V. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Sections 7.1(a), 7.1(b) and 5.1, or matter is known to a Responsible Officer (ii) any Default or Event of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities Default of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, which the Trustee shall not have any responsibility with respect to reports, notices, certificates received written notification or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)obtained actual knowledge.

Rights of Trustee. (a) Subject to Section 7.18.01: (1a) The Trustee may conclusively rely on, on and shall be fully protected in acting or refraining from acting upon, upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. 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 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, 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, to the extent reasonably required by such inquiry or investigation at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters or any Opinion of law Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselreliance thereon. (6f) The In no event shall the Trustee shall be under no obligation to exercise responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the rights likelihood of such loss or powers vested in it by this Indenture at the request, order or direction of any damage and regardless of the Holders pursuant to the provisions form of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebyaction. (7g) The Trustee shall not be deemed to have knowledge notice of any Default or Event of Default unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact or matter 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. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein or in i) The Trustee may request that the Securities Company deliver a certificate setting forth the names of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect individuals and/or titles of officers authorized at such time to reports, notices, certificates or other documents filed with it hereunder, except take specified actions pursuant to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)this Indenture.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its rights or powers; provided, however, that, subject to paragraph (b) of Section 7.01, the Trustee’s conduct does not constitute willful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) 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, order or direction of any of the Holders pursuant to of the provisions of this IndentureNotes, unless such Holders shall have offered to the Trustee reasonable security or and/or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7h) The Trustee shall not be deemed bound to have knowledge make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee 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 sole cost of the Company and shall incur no liability or additional liability of any fact kind by reason of such inquiry or matter investigation. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including, without limitation, a Default or Event of Default) unless such fact or matter is known in its capacity as Collateral Agent), and each agent, custodian and other Person employed to a Responsible Officer of the Trusteeact hereunder. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, j) In no event shall the Trustee shall be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not have any responsibility with respect to reportslimited to, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such reports, information loss or damage and documents regardless of the form of action. (k) 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 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 (except as set forth in Section 4.4)take specified actions pursuant to this Indenture.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from actingacting at the direction of the Company or any Note Guarantor, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate an Officers' Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, that, that the Trustee's conduct does not constitute willful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion Opinion of such counsel as Counsel with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The If the Trustee shall be under no obligation to exercise any reasonably determine it necessary or advisable after due inquiry of the rights or powers vested in Company, it by this Indenture at shall be entitled to examine the requestbooks, order or direction of any records and premises of the Holders pursuant to the provisions of this IndentureCompany, unless such Holders shall have offered to the Trustee personally or by agent or attorney, during normal business hours upon reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebyprior notice. (7g) The Trustee shall not be deemed to have knowledge 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 or matter 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. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and to a Responsible Officer of the Trusteeeach agent, custodian and other Person employed to act hereunder. (8) Unless otherwise expressly provided herein or in i) The Trustee may request that the Securities Company deliver an Officers' Certificate setting forth the names of a Series or the related Board Resolutionindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ ' Certificate may be signed by any person authorized to sign an Officers' Certificate, the Trustee shall including any person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.1: (1i) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, 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. (2ii) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3iii) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5v) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6vi) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7vii) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) viii) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’ Officer’s Certificate or an Opinion of Counsel, Counsel or both, which shall conform both to the provisions of Section 10.5be provided. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate instruction, Officer’s Certificate or opinionOpinion 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. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture. (5e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Subsidiary Guarantor shall be sufficient if signed by an Officer of the Company or such Subsidiary Guarantor, as the case may be. (f) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (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 the Paying Agent, each agent, custodian and other Person employed to act hereunder. (h) The Trustee may consult with counsel reasonably acceptable request that the Company or any Subsidiary Guarantor deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to the Trustee, which may be counsel take specified actions pursuant to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselthis Indenture. (6i) 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. (j) The Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the 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 reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7k) The permissive rights of the Trustee enumerated herein shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer construed as duties of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, Counsel or both, which shall conform both conforming to the provisions of Section 10.512.03. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on the Officer’s Certificate or Opinion of Counsel. 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, including any Opinion of Counsel, shall be full and complete authorization and protection from liability in respect to any action taken or omitted to be taken by it hereunder in good faith and in accordance with the advice or opinion of such certificate or opinioncounsel, including any Opinion of Counsel. (3c) The Trustee may act through attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture;. (5e) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (f) 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 Issuers, but the Trustee may consult with counsel reasonably acceptable require of the Issuers full information and advice as to the performance of the covenants, conditions and agreements contained herein. (g) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein; (h) Except for an Event of Default under Section 6.01(a)(1) or (2), the Trustee shall not be deemed to have notice or knowledge 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 existence of a Default or Event of Default, the Notes and this Indenture. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, which may including, without limitation, its right to be counsel to the Companyindemnified, are extended to, and the advice or opinion of such counsel as to matters of law shall be full enforceable by, the Trustee in each of its capacities hereunder, the Agents and complete authorization to each other agent, custodian and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselPerson employed to act hereunder. (6j) 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, 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. (k) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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) [Reserved]. (m) Any request or direction of the Issuers or other Person mentioned herein shall be sufficiently evidenced by an Officer’s Certificate or certificate of an Officer of such other Person and any resolution of the Board of Directors of the Issuers or of such other Person may be sufficiently evidenced by a board resolution certified by the secretary or assistant secretary (or similar officer) of such Person. (n) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any the percentage of the Holders pursuant to the provisions of this Indenture, specified herein unless such Holders shall have offered furnished to (or caused to be furnished to) the Trustee reasonable security or indemnity satisfactory to it against the costs, losses, expenses and liabilities which may liabilities, including attorneys’ fees and expenses, that might be incurred by the Trustee therein or thereby. (7o) Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. (p) No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, in the performance of its duties or obligations under this Indenture, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action would violate applicable law binding upon it. (q) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer may request that the Issuers deliver an Officer’s Certificate setting forth the name of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities individuals and/or titles of a Series or the related Board Resolutionofficers authorized at such time to take specific actions pursuant to this Indenture, supplemental indenture or Officers’ which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, the Trustee shall including any Person specified as so authorized in any such Officer’s Certificate previously delivered and not have any responsibility with respect to reportssuperseded, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents may be updated and delivered to the Trustee is for informational purposes only and at any time by 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 Issuers in its covenants hereunder (except as set forth in Section 4.4)discretion.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably 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. (2b) Before the Trustee acts or refrains from actingacting with respect to any matter contemplated by this Indenture, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.513.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than the negligence or willful misconduct of an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith and without negligence which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture or the TIA. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7f) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall not be deemed to have knowledge full and complete authorization and protection in respect of any fact action taken, suffered or matter omitted by it hereunder in good faith and in reliance thereon. (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known its capacities hereunder, and each agent, custodian and other Person employed to a Responsible Officer of the Trustee.act hereunder; and (8) Unless otherwise expressly provided herein h) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and or in the Securities titles of a Series or the related Board Resolutionofficers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, the Trustee shall including any person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may rely on, on and shall be protected in acting or refraining from acting upon, upon 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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinionOpinion of Counsel. (3) The Trustee may act through agents and attorneys, attorneys and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute negligence, willful misconduct or bad faith. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless a Responsible Officer of the Trustee has actual knowledge of such fact or matter or unless written notice of such fact or matter is known to received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities, the Company and this Indenture. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4). (9) Permissive rights or powers granted to the Trustee hereunder shall not be construed to be a duty. (10) 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. (11) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (12) 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. (13) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number or organization 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. (a) Subject to Section 7.17.01: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, on any document (whether in its original or facsimile form) 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 document. (2) Before the Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute gross negligence or willful misconduct. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee 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 under no obligation to exercise any of the rights or powers vested in it by this Indenture at the requestenforceable by, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costsin each of its capacities hereunder, expenses and liabilities which may be incurred therein or therebyeach agent (including but not limited to as Registrar, Paying Agent and Transfer Agent), custodian and other person employed to act hereunder. (7) 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 deemed to have knowledge answerable for other than its own gross negligence or willful misconduct in the performance of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trusteeact. (8) Unless otherwise expressly provided herein or in The Trustee may from time to time request that the Securities Issuer deliver an Officers’ Certificate setting forth the names of a Series or the related Board Resolutionindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (9) In no event shall the Trustee shall be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not have 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 Trustee will not be bound to make any responsibility 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, or inquire as to the performance by the Issuer or the Guarantors of any of their covenants in this Indenture but may make its own investigation or inquiry without incurring liability. (11) The Trustee may retain professional advisers, at the reasonable expense of the Issuer, to assist it in performing its duties under this Indenture. The Trustee may consult with such professional advisors or with counsel, and the advice or opinion of such professional advisors or counsel with respect to reports, notices, certificates legal or other documents filed matters within their professional competence relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by them hereunder in good faith and in accordance with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery the advice and opinion of such reports, information and documents professional advisor or counsel. (12) The Trustee is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this Indenture. (13) The permissive right of the Trustee is for informational purposes only and to take the Trustee’s receipt of such actions permitted by this Indenture shall not constitute constructive notice of any information contained therein be construed as an obligation or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4)duty to do so.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, 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. (2) Before the Trustee acts or refrains from acting, it may require and may conclusively rely on an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trusteeof its selection, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered provided to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4). (9) 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. (10) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (11) The rights, privileges, protection, 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. (12) 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. (13) In no event shall the Trustee be responsible or liable for special, 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.

Rights of Trustee. (a) Subject to TIA Section 7.1315: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion 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. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it and monitored with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture. (5) The Trustee may consult with counsel reasonably acceptable to Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee, which may Company shall be counsel to sufficient if signed by an Officer of the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Without limiting the provisions of Section 7.1(5), the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any the Holders of a majority in aggregate principal amount of the Holders then outstanding Notes pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or therebydirection. (7) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (8) Except with respect to Section 4.1, the Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article 4. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Sections 6.1(1), 6.1(2) or matter is known to a Responsible Officer 4.1 or (ii) any Default or Event of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities Default of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, which the Trustee shall not have any responsibility with respect to reports, notices, certificates received written notification or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)obtained actual knowledge.

Rights of Trustee. (a) Subject to Section 7.1the provisions of the Trust Indenture Act: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably 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.; (2b) Before Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee acts for authentication and delivery pursuant to Section 3.3 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or refrains from actingestablished prior to taking, it may require suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate ' Certificate; (d) The Trustee may consult with counsel of its selection and the advice of such counsel or an any Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee Counsel shall be protected full and shall not be liable for complete authorization and protection in respect of any action taken, suffered or omitted by it takes or omits to take hereunder in good faith and in reliance on such certificate or opinion.thereon; (3e) The Trustee may act through agents and attorneys, or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed by it with due care.; (4f) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.; (5g) The Trustee may consult with counsel shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably acceptable assured to it; (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, which in its discretion, may 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 counsel entitled to examine the books, records and premises of the Company, and the advice personally or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted by agent or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.attorney; (6i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction; (7j) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.2; (k) The Trustee shall not be deemed rights, privileges, protections, immunities and benefits given to have knowledge of any fact or matter (the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its right to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and to make them available for inspectioneach agent, at reasonable times, by Securityholders, it being understood that delivery of such reports, information custodian and documents other Person employed 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 (except as set forth in Section 4.4)act hereunder.

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely on, conclusively and shall be fully protected in acting or and refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of 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 may be incurred therein or thereby. (7g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to Casella, to examine the books, records, and premises of Casella, personally or by agent or attorney at the sole cost of Casella. (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties. (j) The Trustee shall not be deemed to have knowledge notice of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact or matter such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities of any series and this Indenture. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its right to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and to make them available for inspectioneach agent, at reasonable times, by Securityholders, it being understood that delivery of such reports, information custodian and documents other Person employed 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 (except as set forth in Section 4.4)act hereunder.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely onupon, and shall be protected in acting or refraining from acting based upon, 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 any such document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate Certificate, the written advice of a qualified tax expert or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate, the qualified tax expert’s written advice or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, or attorneys and shall not be responsible for the willful misconduct or negligence of any agent or attorneys appointed by it with due care. (4d) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Company. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall be under no an obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the 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 reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7f) The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture, provided that the conduct of the Trustee does not constitute willful misconduct, gross negligence or bad faith. (g) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless such fact or matter is known to 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. (h) 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 accordance with the advice or opinion of such counsel. (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 unless, in the case of the Trustee, requested in writing by the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee, shall be reimbursed by the Company upon demand. (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Company. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law. (k) In no event shall the Trustee be liable for special, indirect or consequential 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. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee. (8) Unless otherwise expressly provided herein or in m) The Trustee may request that the Securities Company deliver a certificate setting forth the names of a Series or individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (n) The rights, privileges, protections, immunities and benefits given to the related Board ResolutionTrustee, supplemental indenture or Officers’ Certificateincluding, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 in each of its covenants capacities hereunder (except as set forth in Section 4.4including its Agent roles), and to each agent, custodian and other Person employed to act hereunder.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting uponin reliance on, any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate or opinionOpinion of Counsel. (3c) The Trustee may act execute any of the trusts or powers or perform any duties hereunder either directly or through agents attorneys and attorneysagents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it with due carehereunder. (4d) The Trustee shall not be liable for any action it takes takes, suffers to exist or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, bad faith or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselreliance thereon. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of 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 may might be incurred therein by it in compliance with such request or therebydirection. (7g) The Trustee shall not be deemed to have charged with knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault with respect to the Notes unless either (1) unless a Trust Officer shall have actual knowledge of such fact Default or matter is known Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Responsible Trust Officer of the TrusteeTrustee 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. (8) Unless otherwise expressly provided herein or in h) The rights, privileges, protections, immunities and benefits given to the Securities of a Series or the related Board ResolutionTrustee pursuant to this Indenture, supplemental indenture or Officers’ Certificateincluding 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 have be bound to make any responsibility with respect to reportsinvestigation into the facts or matters stated in any resolution, noticescertificate, certificates statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other documents filed with 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 hereundermay see fit, except and, if the Trustee shall determine to make them available for inspectionsuch 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 Securityholders, it being understood that delivery 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 reportsinquiry 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, information and documents substantially in the form of Exhibit B hereto, 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 is be responsible or liable for informational purposes only and special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee’s receipt Trustee has been advised of the likelihood of such shall not constitute constructive notice loss or damage and regardless of any information contained therein or determinable from information contained therein, including the Company’s compliance with any form of its covenants hereunder (except as set forth in Section 4.4)action.

Rights of Trustee. (a) Subject to Section 7.17.01 hereof: (1) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2) Any request, direction, order, or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution (or an authorized board committee thereof) or a document signed in the name of the Company by an authorized officer (unless other evidence in respect thereof is specifically prescribed herein). (3) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.05 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (34) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (45) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (56) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (67) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) 8) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is actually known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or 9) Whenever in the Securities administration of this Indenture the Trustee shall deem it desirable that a Series matter be proved or the related Board Resolutionestablished prior to taking, supplemental indenture suffering or Officers’ Certificateomitting any action hereunder, the Trustee shall not have any responsibility with respect to reports(unless other evidence be herein specifically prescribed) may request, noticesand in the absence of bad faith or willful misconduct on its part, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)rely upon an Officer's Certificate.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, on any document (whether in its original or in PDF format) 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or and/or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinionan Officers’ Certificate and/or Opinion of Counsel. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the such advice or opinion of such counsel. (6f) The Trustee is not required to make any inquiry or investigation into facts or matters stated in any document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it shall be under no obligation entitled to exercise any examine the books, records and premises of the rights or powers vested in it by this Indenture at the 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebyCompany. (7g) The Trustee is not required to take notice and shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of DefaultDefault hereunder with respect to any series of Securities, except failure to receive any of the payments required to be made to the Trustee under Section 6.1(1) and 6.1(2) of this Indenture, unless such fact or matter is known to a Responsible Trust Officer of the TrusteeTrustee has received notice in writing at its Corporate Trust Office of such Default or Event of Default from the Company or the Holders of at least 25% in aggregate principal amount of the Securities of such series then outstanding and such notice references the Company, the Securities and this Indenture, and in the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. (8) Unless otherwise expressly provided herein h) The Trustee is not required to give any bond or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility surety with respect to reportsthe performance of its duties or the exercise of its powers under this Indenture. (i) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Securities, noticeseach representing less than the aggregate principal amount of Securities outstanding required to take any action thereunder, certificates or other documents filed the Trustee, in its sole discretion may but shall have no obligation to determine what action, if any, shall be taken. (j) The Trustee’s rights, privileges, benefits, immunities and protections, including, its protection from liability and its right to indemnification in connection with it hereunderthe performance of its duties under this Indenture shall extend to the Trustee’s officers, except to make them available for inspectiondirectors, at reasonable timesagents, by Securityholders, it being understood that delivery of such reports, information attorneys and documents employees and to the Trustee is for informational purposes only in each of its capacities hereunder. Such rights, privileges, benefits, immunities and protections and right to indemnification, together with the Trustee’s receipt right to compensation, shall survive the Trustee’s resignation or removal, the discharge of such this Indenture and final payments of the Securities. (k) The permissive right of the Trustee to take actions permitted by this Indenture shall not constitute constructive notice be construed as an obligation or duty to do so. (l) The Trustee shall have no duty to inquire as to the performance of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants herein. (m) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of its covenants hereunder the Board of Directors may be sufficiently evidenced by a Board Resolution. (except as set n) 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. (o) The Trustee may request that the Company deliver a certificate setting forth in Section 4.4)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) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 13.4 and 13.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinionadvice of counsel. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) Unless otherwise specifically provided for in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (h) The Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Sections 6.1(1) or matter is known to a Responsible Officer 6.1(2) or 5.1, or (ii) any Default or Event of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities Default of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, which the Trustee shall not have any responsibility with respect to reports, notices, certificates received written notification or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)obtained actual knowledge.

Rights of Trustee. (a) Subject to Section 7.17.01: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which a Responsible Officer of the Trustee shall have received written notification provided, the notice references this Indenture and the specific Event of Default. In the absence of such notice, the Trustee may conclusively assume there is no Default except as aforesaid. (7) The Trustee shall be under no obligation to exercise any of the its rights or powers vested in it by this Indenture hereunder at the request, order or direction request of any Holder of the Holders pursuant to the provisions of this Indenture, Notes unless such Holders Holder of Notes shall have offered offered, and if requested, provided to the Trustee reasonable security or and indemnity against satisfactory to the costs, expenses and liabilities which may be incurred therein or therebyTrustee. (78) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (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 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, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the investigation. (9) The Trustee shall not be deemed required to have knowledge give any bond or surety in respect of any fact or matter the performance of its powers and duties hereunder. (10) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties hereunder. (11) 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; provided, however, (i) any agent, custodian and other Person employed to act hereunder shall only be liable to the extent of its negligence, bad faith or willful misconduct; and (ii) only the Trustee, and not any agent, custodian or other Person employed to act hereunder, shall be held to a Default or prudent person standard upon the occurrence of and during an Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities 12) Delivery of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (except as set forth in Section 4.4which the Trustee is entitled to rely exclusively on the Officer’s Certificate). (13) In no event shall the Trustee be responsible 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 possibility of such loss or damage and regardless of the form of action.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee and the Agents may conclusively rely on, and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or refraining from acting upon, any other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper PersonPerson or Persons. The Trustee and the Agents need not investigate any fact or matter stated in the document. (2b) Before the Trustee acts or refrains from acting, acting it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, Counsel or both, which shall conform except that (x) no Officer’s Certificate or Opinion of Counsel will be required in connection with the original issuance of the Initial Notes on the date hereof and (y) no Opinion of Counsel will be required in connection with the execution of any amendment or supplement adding a new Guarantor under this Indenture or the release of a Guarantor pursuant to the provisions of Section 10.510.2(b) hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate an Officer’s Certificate or opinionOpinion of Counsel. (3c) The Trustee and the Agents may act through agents and its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent agent, custodians, nominees or attorney appointed by it with due care. (4d) The Trustee and the Agents shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s or such Agent’s conduct does not constitute willful misconduct or negligence as determined in a final non-appealable decision of a court of competent jurisdiction. (5e) The Trustee and the Agents may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture, the Notes and the Guarantees shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder or under the Notes and the Guarantees in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee and the Agents shall not be under no obligation bound to exercise make any of investigation into any statement, warranty or representation, or the rights facts or powers vested matters stated in it by this Indenture at the any resolution, certificate, statement, instrument, opinion, notice, request, order direction, consent, order, bond or direction other paper or document made or in connection with this Indenture; moreover, the Trustee and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the Holders pursuant to covenants, agreements or other terms or conditions set forth herein, (ii) the provisions occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this IndentureIndenture or any other agreement, unless such Holders shall have offered to instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other evidence of indebtedness or other paper or document, but the Trustee reasonable security or indemnity against an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the costsTrustee or an Agent, expenses as applicable, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and liabilities which may be incurred therein premises of the Issuers, personally or therebyby agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (7g) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except any Default or Event of Default of which a Trust Officer shall have (x) unless received written notification from the Issuers or a Holder at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or matter is known to statement of knowing by a Responsible Trust Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility without independent investigation with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)thereto.

Rights of Trustee. (a) Subject to Section 7.19.01 hereof: (1i) The the Trustee may rely on, and shall will be protected in acting or refraining from acting upon, upon 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.document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it will be entitled to examine the books, records, and premises of the Company, personally or by agent or attorney; (2ii) Before before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5' Certificate. The Trustee shall be protected and shall will not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.take (3iii) The the Trustee may act through agents and attorneys, and shall will not be responsible for the misconduct or negligence of any agent appointed by it with due care.; provided, however, that the Trustee will in any event be liable for the misappropriation of funds deposited with it or in an account within its dominion and control; (4iv) The the Trustee shall will not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture; and (v) 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. (5b) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall will be under no obligation to exercise and may refuse to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may might be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or by it in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)such request or direction.

Rights of Trustee. (a) Subject to the provisions of Section 7.1: (19.01(a) The hereof, the Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion of Counsel. The Trustee may consult with counsel of its choice and the 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 from liability 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. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7e) The Trustee shall not be deemed to have charged with knowledge of any fact Event of Default under subsection (c), (d), (e), (f), (g) or matter (h) of Section 8.01 unless either (1) a Trust Officer assigned to its corporate trust department shall have actual knowledge thereof, or (2) the Trustee shall have received notice thereof in accordance with Section 12.02 hereof from the Company or any holder; provided that the Trustee shall comply with the "automatic stay" provisions contained in U.S. Bankruptcy Law, if applicable. (f) Prior to the occurrence of an Event of Default hereunder and after the curing and waiving of all Events of Default, 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, debentures, note, other evidence of indebtedness or other paper or document unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Securities then outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall be paid by the Company or, if advanced by the Trustee, shall be repaid by the Company upon demand. 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, except as otherwise set forth herein, but the Trustee may, 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 sole cost of the Company. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its right to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 in each of its covenants capacities hereunder (except as set forth in Section 4.4)and to each Agent employed to act hereunder.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon any document reasonably (whether in 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.; (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of CounselCounsel or both (in each case, or both, which shall conform to the provisions of in accordance with Section 10.512.04). The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers’ Certificate or opinion.Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.; (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.powers conferred upon it by this Indenture; (5e) The Trustee may consult with counsel reasonably acceptable to Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law Issuer shall be full and complete authorization and protection from liability in respect sufficient if signed by an Officer of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.Issuer; (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or and indemnity satisfactory to it against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or thereby.direction; (7g) The Trustee shall not be deemed to have knowledge notice of any Default or Event of Default unless written notice of any event which is in fact or matter such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; (h) 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; (i) The Trustee may request that the Issuer deliver a Default certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; and (j) In no event shall the Trustee be responsible or Event liable for special, indirect, punitive, or consequential loss or damage of Defaultany kind whatsoever (including, but not limited to, loss of profit) unless such fact or matter is known to a Responsible Officer irrespective of whether the Trustee has been advised of the Trusteelikelihood of such loss or damage and regardless of the form of action. (8) Unless otherwise expressly provided herein k) The Trustee shall not be bound to make any investigation into the facts or matters stated in the Securities of a Series or the related Board Resolutionany resolution, supplemental indenture or certificate (including any Officers’ Certificate), the Trustee shall not have statement, instrument, opinion (including any responsibility with respect to reportsOpinion of Counsel), noticesnotice, certificates request, direction, consent, order, bond, debenture, or other documents filed with it hereunderpaper or document, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and but the Trustee’s receipt of , in its discretion, may make such shall not constitute constructive notice of any information contained therein further inquiry or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except investigation into such facts or matters as set forth in Section 4.4)it may see fit.

Rights of Trustee. (a) Subject to Section 7.17.01: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, on any document (whether in its original or facsimile form) 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 document. (2) Before the Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officers’ Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.04. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with reliance on the advice or opinion of such counsel. (6) The Trustee 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 under no obligation to exercise any of the rights or powers vested in it by this Indenture at the requestenforceable by, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costsin each of its capacities hereunder (including but not limited to as Registrar, expenses Paying Agent and liabilities which may be incurred therein or therebyDepositary Custodian), and each agent, custodian and other person employed to act hereunder. (7) 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 deemed to have knowledge answerable for other than its own negligence or willful misconduct in the performance of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trusteeact. (8) Unless otherwise expressly provided herein The Trustee may from time to time request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any persons authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (9) 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 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, or other paper or document, or inquire as to the Securities of a Series performance by the Issuer or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice Guarantors of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its their covenants hereunder (except as set forth in Section 4.4)this Indenture.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee and each Agent may rely onupon, and shall be protected in acting or refraining from acting based upon, any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Neither the Trustee nor any Agent need not investigate any fact or matter stated in the any such document. (2b) Before the Trustee or any Agent acts or refrains from acting, it may require an Officers’ Certificate Certificate, the written advice of a qualified tax expert or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate, the qualified tax expert’s written advice or opinionOpinion of Counsel. (3c) The Trustee or any Agent may act through agents and attorneys, and shall not be responsible for the willful misconduct or gross negligence of any agent appointed by it with due care. (4d) The Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee shall not be liable for or any action it takes Agent by copies thereof certified by the Secretary or omits to take in good faith which it reasonably believes to be authorized an Assistant Secretary (or within its rights or powersequivalent officer) of the Company. (5e) The Neither the Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of nor any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee Agent shall be under no an obligation to exercise any of the rights trusts or powers vested in it by this Indenture at the 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 reasonable or such Agent security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7f) Neither the Trustee nor any Agent shall be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture. (g) Neither the Trustee nor any Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided that the conduct of the Trustee or any such Agent does not constitute willful misconduct, gross negligence or bad faith. (h) Each of the Trustee and any Agent may consult with counsel, 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 accordance with the advice or opinion of such counsel. (i) Neither the Trustee nor any Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document unless, in the case of the Trustee, requested in writing by the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee, shall be reimbursed by the Company upon demand. (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Company. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law. (k) In no event shall the Trustee or any Agent be liable for special, indirect or consequential 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. (l) The permissive rights of the Trustee enumerated herein shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer construed as duties of the Trustee. (8) Unless otherwise expressly provided herein m) The Trustee and each Agent shall accept and act upon Written Directions when given to the Trustee or such Agent, as the case may be, in the Securities form of Facsimile Instructions. Subsequent to the transmission of a Series Written Direction in the form of a Facsimile Instruction, the Company agrees to transmit to the Trustee or such Agent, in a timely manner, the related Board Resolution, supplemental indenture originally executed Written Direction if required pursuant to the Governing Documents or Officers’ Certificateat the request of the Trustee or such Agent. Additionally, the Trustee and each Agent shall not have any responsibility with respect to reportsaccept a Facsimile Signature as if each such Facsimile Signature were an original signature, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to if the Trustee or such Agent believes in good faith that such signature is for informational purposes only and that of 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 (except as set forth in Section 4.4)individual whose signature it purports to be.

Rights of Trustee. (a) Subject to Section 7.18.1: (1a) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 15.4 and 15.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers conferred upon it by this Indenture or the TIA. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Except with respect to Section 5.1, the Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article V. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Sections 7.1(1), 7.1(2) and 5.1, or matter is known to a Responsible Officer (ii) any Default or Event of Default of which the TrusteeTrustee shall have received written notification or obtained actual knowledge. (8) h) Unless otherwise expressly specifically provided herein for in this Indenture, any demand, request, direction or in notice from the Securities Company shall be sufficient if signed by an Authorized Representative of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may rely onconclusively on any resolution, and shall be protected in acting certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture or refraining from acting upon, any other paper or 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officer’s Certificate or opinionOpinion of Counsel. (3c) The Without limiting the Trustee’s (acting in any capacity hereunder) rights or protections under Section 7.07, the Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers under this Indenture. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of 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 may be incurred therein or thereby. (7g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer. (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder, or otherwise advance funds in any case whatsoever. (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties. (j) Except with respect to Sections 4.01 and 4.05, the Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article Four. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any fact or matter (including, without limitation, a Default or Event of DefaultDefault occurring pursuant to Section 4.01, 6.01(1) unless such fact or matter is 6.01(2) or (ii) any Default or Event of Default actually known to a Responsible Officer of the TrusteeOfficer. (8) Unless otherwise expressly provided herein or in k) The rights, privileges, protections, immunities and benefits given to the Securities of a Series or the related Board ResolutionTrustee, supplemental indenture or Officers’ Certificateincluding its right to be indemnified, are extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and to make them available each agent, custodian and other Person employed to act hereunder. (l) In no event shall either party hereto be responsible or liable for inspectionspecial, at reasonable timesindirect, by Securityholderspunitive or consequential loss or damage of any kind whatsoever (including, it being understood that delivery but not limited to, loss of profit) irrespective of whether such party has been advised of the likelihood of such reports, information loss or damage and documents to regardless of the Trustee is for informational purposes only and the Trustee’s receipt form 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 (except as set forth in Section 4.4)action.

Rights of Trustee. (a) Subject to Section 7.1SECTION 7.01 hereof: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, on any document reasonably believed by it in good faith 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. (2) Before the Trustee acts or refrains from acting, acting with respect to any matters contemplated by this Indenture or the Notes it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5SECTION 10.05 hereof. The Trustee shall be fully protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion of Counsel. (3) The Trustee may act through agents and agents, attorneys, custodians or nominees and shall not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care by it with due carehereunder. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powerspowers under this Indenture. (5) The Before the Trustee acts or refrains from acting with respect to any matters contemplated by this Indenture or the Notes, the Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law counsel, accountant, appraiser or other expert adviser whether retained or employed by the Company or the Trustee shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselreliance thereon. (6) The Trustee shall not be under no obligation bound to exercise make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and if the Trustee shall determine in good faith to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the rights Company, personally or powers vested in it by this Indenture agent or attorney at the request, order sole cost of the Company and shall incur no liability or direction additional liability of any kind by reason of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security inquiry or indemnity against the costs, expenses and liabilities which may be incurred therein or therebyinvestigation. (7) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its Stated Maturity or the failure of the party directing such investment to provide timely written investment direction. The Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of specific written investment direction. (8) The rights, privileges, immunities and protections afforded to the Trustee pursuant to this Indenture (including, without limitation, the right to be indemnified) shall also be afforded to the Trustee in each of its capacities hereunder and each Paying Agent, Registrar, Co-Registrar, Custodian, transfer agent or tender agent and each agent or other Person employed to act hereunder. (9) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless such fact or matter is known to a Responsible 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. (8) Unless otherwise expressly provided herein or in 10) The Trustee may request that the Securities Company deliver an Officers' Certificate setting forth the names of a Series or the related Board Resolutionindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, supplemental indenture or which Officers’ ' Certificate may be signed by any person authorized to sign an Officers' Certificate, the Trustee shall including any person specified as so authorized in any such certificate previously delivered and not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4)superseded.

Rights of Trustee. (a) Subject to Section 7.1: (1a) The Trustee may rely on, and shall be fully protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5Sections 13.4 and 13.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, which in its discretion, may be counsel to the Company, and the advice make such further inquiry or opinion of investigation into such counsel facts or matters as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselmay see fit. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7g) The Whenever by the terms of this Indenture, the Trustee shall not be deemed required to have knowledge of transmit notices or reports to any fact or matter (includingall Holders, without limitation, a Default or Event of Default) unless such fact or matter is known the Trustee shall be entitled to a Responsible Officer rely on the information provided by the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available be responsible for inspection, at reasonable times, by Securityholders, it being understood that delivery the accuracy of such 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 (except as set forth in Section 4.4)information.

Rights of Trustee. (a) Subject to Section 7.17.01 hereof: (1) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting upon, upon any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.512.05 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge notice of any fact or matter (including, without limitation, a Default or Event of Default) Default unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein Trustee has actual knowledge thereof or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive unless written notice of any information contained therein or determinable from information contained thereinevent which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, including and such notice references the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4)Notes and this Indenture.

Rights of Trustee. (a) Subject to Section 7.1: (1) The In connection with the Trustee's rights and duties under this Indenture, the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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. (2b) Before the Trustee acts or refrains from actingacting under this Indenture, it may require an Officers’ ' Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officers' Certificate or opinionOpinion 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. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) The Trustee may consult with counsel reasonably acceptable to Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Trustee, which may Company shall be counsel to sufficient if signed by an Officer of the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7g) 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 IV hereof. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except (i) unless such fact any Event of Default occurring pursuant to Sections 6.1(1), 6.1(2) and 4.1 hereof or matter is known to a Responsible Officer (ii) any Default or Event of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities Default of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, which the Trustee shall not have any responsibility with respect to reports, notices, certificates received written notification in the manner set forth in this Indenture or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery an officer in the corporate trust administration of such the Trustee shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Section 4.3 hereof is for informational purposes only and the Trustee’s 's receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's or any Guarantor's, as applicable, compliance with any of its their covenants hereunder thereunder (except as set forth in Section 4.4to which the Trustee is entitled to rely exclusively on an Officer's Certificate). (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee and the Paying Agent may rely onupon, and shall be protected in acting or refraining from acting based upon, any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee and the Paying Agent need not investigate any fact or matter stated in the any such document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate Certificate, the written advice of a qualified tax expert or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate, the qualified tax expert’s written advice or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the willful misconduct or gross negligence of any agent appointed by it with due care. (4d) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate of the Issuer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee or the Paying Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent Officer) of the Issuer. (e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee Paying Agent shall be under no obligation to exercise any of the rights trusts or powers vested in it them by this Indenture at the 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 reasonable or the Paying Agent security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred therein or thereby. (7f) The Trustee and the Paying Agent shall not be liable for any action taken or omitted by them in good faith with a direction received by either of them pursuant to this Indenture or exercising any trust or power conferred upon them under this Indenture. (g) The Trustee and the Paying Agent shall not be liable for any action they take or omit to take in good faith which they believe to be authorized or within their rights or powers; provided that the conduct of the Trustee or the Paying Agent does not constitute willful misconduct, gross negligence or bad faith. (h) The Trustee and the Paying Agent may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the 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 accordance with the advice or opinion of such counsel. (i) The Trustee and the Paying Agent 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 unless requested in writing by the Holders of not less than a majority in aggregate principal amount of the Securities Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee, shall be reimbursed by the Issuer upon demand. (j) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Securities except as the Trustee or any Paying Agent may otherwise agree with the Issuer. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law. (k) In no event shall the Trustee or the Paying Agent be liable for special, indirect or consequential 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. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee. (m) 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. (n) The Trustee shall not be deemed to have knowledge 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 or matter such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. (o) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its right to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and to make them available for inspectioneach agent, at reasonable times, by Securityholders, it being understood that delivery of such reports, information custodian and documents other Person employed 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 (except as set forth in Section 4.4)act hereunder.

Rights of Trustee. (a) Subject to Section 7.17.01: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to clause (1) or (2) of Section 6.01 or (ii) any Event of Default of which the Trustee shall have received written notification provided, the notice references this Indenture and the specific Event of Default. In the absence of such notice, the Trustee may conclusively assume there is no Default except as aforesaid. (7) The Trustee shall be under no obligation to exercise any of the its rights or powers vested in it by this Indenture hereunder at the request, order or direction request of any Holder of the Holders pursuant to the provisions of this Indenture, Notes unless such Holders Holder of Notes shall have offered to the Trustee reasonable security or and indemnity against satisfactory to the costs, expenses and liabilities which may be incurred therein or therebyTrustee. (78) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (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 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, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the investigation. (9) The Trustee shall not be deemed required to have knowledge give any bond or surety in respect of any fact or matter the performance of its powers and duties hereunder. (10) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties hereunder. (11) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default 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; provided that (i) only the Trustee, and no other agent, custodian or other Person, shall be subject to the prudent person standard in an Event of Default; and (ii) unless such fact any agent, custodian or matter is known other Person shall only be liable to a Responsible Officer the extent of the Trusteeits gross negligence or willful misconduct. (8) Unless otherwise expressly provided herein or in the Securities 12) Delivery of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (except as set forth in Section 4.4which the Trustee is entitled to rely exclusively on the Officer’s Certificate). (13) In no event shall the Trustee be responsible 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 possibility of such loss or damage and regardless of the form of action.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any document reasonably y 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. (2) Before the Trustee acts or refrains from acting, it may require require, and may conclusively rely on, an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) 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. (8) The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) 9) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so. (10) The rights, privileges, protection, 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. (11) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such 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 (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject Except during the continuance of an ----------------- Event of Default, (i) the Trustee undertakes to Section 7.1perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth and correctness of the statements and certificates or opinions furnished to it and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1i) The this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes, relating to the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes. (d) Subject to TIA Sections 315(a) through (d): (i) the Trustee may rely on, and shall be protected in acting or refraining from acting upon, upon any document 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 document.; (2ii) Before before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.510.4. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.; (3iii) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (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, order request or direction of any of the Holders pursuant to the provisions of this IndentureHolders, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may that might be incurred therein by it in compliance with such request or thereby.direction; (7iv) The the Trustee shall not be deemed liable for any action it takes or omits to have knowledge take in good faith that it believes to be authorized or within its rights or powers; provided that the Trustee's conduct does not constitute negligence or bad faith; (v) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any fact or matter (includingof its duties hereunder, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (vi) whenever in the administration of this Indenture the Trustee shall deem it desirable that a Series matter be proved or established prior to taking, suffering or omitting any action hereunder, the related Board ResolutionTrustee (unless other evidence be herein specifically prescribed), supplemental indenture may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (vii) the Trustee may consult with counsel and the advice of such counsel or Officers’ Certificateany 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; (viii) the Trustee shall not have be bound to make any responsibility with respect to reportsinvestigation into the facts or matters stated in any resolution, noticescertificate statement, certificates instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other documents filed paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee 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; (ix) the Trustee may execute any of the trusts or powers 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, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents ; (x) the Trustee may conclusively rely as to the Trustee is for informational purposes only identity and addresses of Holders and other matters contained therein on the Trustee’s receipt register of such the Notes maintained by the Registrar pursuant to Section 2.3 hereof and shall not constitute constructive be affected by notice to the contrary; and (xi) 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 any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4).

Rights of Trustee. (a) Subject to Section 7.1: (1) The In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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., but, in the case of any document which is specifically required to be furnished to the (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, Counsel or both, which shall conform both conforming to the provisions of Section 10.512.03. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such certificate the Officer’s Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters relating to this Indenture and the Notes, including any Opinion of law Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, including any Opinion of Counsel. (6f) The Trustee shall not be under no obligation required to exercise give any bond or surety in respect of the rights or performance of its powers vested in it by this Indenture at the 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 reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebyduties hereunder. (7g) 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, except as otherwise set forth herein, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements contained herein. (h) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (i) Except for an Event of Default under Sections 6.01(a)(1) or (2) hereof, the Trustee shall not be deemed to have notice or be charged with knowledge of any fact Default or matter Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or shall have received from the Company or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. In the absence of any such notice or actual knowledge, and except for a default under Sections 6.01(a)(1) or (2) hereof, the Trustee may conclusively assume that no Default or Event of Default exists. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of Default) unless such fact or matter is known to a Responsible Officer of the Trusteeits capacities hereunder. (8) Unless otherwise expressly provided herein k) In no event shall the Trustee be responsible or liable for any failure or delay in the Securities performance of a Series its obligations hereunder arising out of or the related Board Resolutioncaused by, supplemental indenture directly or Officers’ Certificateindirectly, the Trustee shall not have any responsibility with respect to reportsforces beyond its control, noticesincluding, certificates without limitation, strikes, work stoppages, accidents, acts of war or other documents filed with it hereunderterrorism, except to make them available for inspectioncivil or military disturbances, at reasonable timesnuclear or natural catastrophes or acts of God, by Securityholdersand interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that delivery 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 and that the Company may elect to replace the Trustee pursuant to Section 7.08(a)(4) under such circumstances. (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 reportsloss or damage and regardless of the form of action. (m) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution. (n) 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, information which certificate may be updated and documents delivered to the Trustee is for informational purposes only and at any time by 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 Company in its covenants hereunder (except as set forth in Section 4.4)discretion.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may rely on, and shall be protected in acting or refraining from acting upon, on any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers' Certificate or opinionOpinion of Counsel. (3c) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; PROVIDED, HOWEVER, that, without limiting the effect of Section 7.01(b), the Trustee's conduct does not constitute wilful misconduct or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companycounsel, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Except with respect to Section 4.01, the Trustee shall be under have no obligation duty to exercise any inquire as to the performance of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant Company with respect to the provisions of this Indenturecovenants contained in Article 4. In addition, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (7) The Trustee shall not be deemed to have knowledge of an Event of Default except (i) any fact or matter (including, without limitation, a Default or Event of DefaultDefault occurring pursuant to Sections 4.01, 6.01(1) unless such fact or matter is known to a Responsible Officer 6.02(2) or (ii) any Default or Event of Default of which the TrusteeTrustee shall have received written notification or obtained actually knowledge. (8) Unless otherwise expressly provided herein or in the Securities g) Delivery of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s 's receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its their covenants hereunder (except as set forth in Section 4.4to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Rights of Trustee. (a) Subject to Section 7.17.01: (1a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, 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. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or and an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3c) The Trustee may act through agents and its attorneys, agents, custodians and nominees and shall not be responsible for the misconduct or negligence of any agent attorney, agent, custodian or nominee (other than such a person who is an employee of the Trustee) appointed by it with due care. (4d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the fees, costs, expenses and liabilities which may be incurred therein or thereby. (7g) Except with respect to Section 4.01, the Trustee shall not have any duty as to inquire as to the performance by the Company of its covenants or obligations under this Indenture. The Trustee shall not be deemed to have notice or any knowledge of any fact or matter (including without limitation Defaults or Events of Default) unless a Responsible Officer assigned to and working in the Trustee's Corporate Trust Administration has actual knowledge thereof or unless written notice thereof is received by the Trustee, attention: Corporate Trust Administration and such notice references the Securities generally, the Company or this Indenture. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, a Default or Event of Default) unless such fact or matter is known its right to a Responsible Officer of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolutionbe indemnified, supplemental indenture or Officers’ Certificateare extended to, and shall be enforceable by, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it in each of its capacities hereunder, except and to make them available for inspectioneach agent, at reasonable times, by Securityholders, it being understood that delivery of such reports, information custodian and documents other Person employed 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 (except as set forth in Section 4.4)act hereunder.

Rights of Trustee. (a) Subject to Section 7.17.01: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, on any document (whether in its original, facsimile or electronic (including .pdf) form) 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 document. (2) Before the Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officers’ Officer’s Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.511.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and attorneys, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The Trustee 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 under no obligation to exercise any of the rights or powers vested in it by this Indenture at the requestenforceable by, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costsin each of its capacities hereunder (including but not limited to as Registrar, expenses Paying Agent and liabilities which may be incurred therein or therebyDepository Custodian), and each agent, custodian and other person employed to act hereunder. (7) 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 deemed to have knowledge answerable for other than its own negligence or willful misconduct in the performance of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trusteeact. (8) Unless otherwise expressly provided herein The Trustee may from time to time request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any persons authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (9) 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 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, or other paper or document, or inquire as to the Securities of a Series performance by the Issuer or the Guarantors of any of their covenants in this Indenture but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (11) For certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under the United States Internal Revenue Code of 1986, as amended (the “Code”). The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Trustee on or prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.02(m) are not provided by the time the related Board Resolution, supplemental indenture payment is required to be made or Officers’ Certificateare determined by the Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall not have be entitled to withhold on any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents payments hereunder to the extent withholding is required under Chapters 3, 4, 24 or 61 of the Code, and shall have no obligation to gross up any such payment. The Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice be responsible for any tax withholding and reporting required pursuant to the laws of any information contained therein or determinable from information contained therein, including country other than the Company’s compliance with any United States of America. (12) Under no circumstances shall the Trustee be liable in its covenants hereunder (except as set forth in Section 4.4)individual capacity for the obligations evidenced by the Notes.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting uponin reliance on, any document 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 document. (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate the Officers’ Certificate or opinionOpinion of Counsel. (3c) The Trustee may act execute any of the trusts or powers or perform any duties hereunder either directly or through agents attorneys and attorneysagents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it with due carehereunder. (4d) The Trustee shall not be liable for any action it takes takes, suffers to exist or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, bad faith or negligence. (5e) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as with respect to legal matters of law relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselreliance thereon. (6f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of 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 may might be incurred therein by it in compliance with such request or therebydirection. (7g) The Trustee shall not be deemed to have charged with knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault with respect to the Notes unless either (1) unless a Trust Officer shall have actual knowledge of such fact Default or matter is known Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Responsible Trust Officer of the TrusteeTrustee 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. (8) Unless otherwise expressly provided herein or in h) The rights, privileges, protections, immunities and benefits given to the Securities of a Series or the related Board ResolutionTrustee pursuant to this Indenture, supplemental indenture or Officers’ Certificateincluding 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 have be bound to make any responsibility with respect to reportsinvestigation into the facts or matters stated in any resolution, noticescertificate, certificates statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other documents filed with 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 hereundermay see fit, except and, if the Trustee shall determine to make them available for inspectionsuch 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 Securityholders, it being understood that delivery 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 reportsinquiry or investigation. (j) The Trustee may request that the Company deliver a certificate, information and documents substantially in the form of Exhibit I hereto, 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 is be responsible or liable for informational purposes only and special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee’s receipt Trustee has been advised of the likelihood of such shall not constitute constructive notice loss or damage and regardless of any information contained therein or determinable from information contained therein, including the Company’s compliance with any form of its covenants hereunder (except as set forth in Section 4.4)action.

Rights of Trustee. (a) Subject to Section 7.17.1 hereof: (1) The Trustee may conclusively rely on, on and shall be protected in acting or refraining from acting upon, upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson (whether in original or facsimile form). The Trustee need not investigate any fact or matter stated in the document.; (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.; (43) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.; provided that the Trustee's conduct does not constitute negligence or bad faith; (54) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Companyof its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.; (5) Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel, or both; (6) The Trustee shall not be liable for any action taken, suffered, or omitted to 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; (7) 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 Senior Notes and this Indenture; (8) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights 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; (9) The Trustee may request that each 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; (10) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction; and (711) The In no event shall the Trustee shall not be deemed to have knowledge responsible or liable for special, indirect, or consequential loss or damage of any fact or matter kind whatsoever (including, without limitationbut not limited to, a Default or Event loss of Defaultprofit) unless such fact or matter is known to a Responsible Officer irrespective of whether the Trustee has been advised of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery likelihood of such reports, information loss or damage and documents to regardless of the Trustee is for informational purposes only and the Trustee’s receipt form 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 (except as set forth in Section 4.4)action.

Rights of Trustee. (a) Subject to Section 7.1: (1) The Trustee and each agent acting on its instructions may conclusively rely on, and shall be protected in acting or refraining from acting upon, upon 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 documentdocument (regardless of whether any such document is subject to any monetary or other limit). (2b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel, Counsel or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall will not be liable for any action it takes or omits to take in good faith in reliance on such certificate Officer’s Certificate or opinionOpinion 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 protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (3c) The Trustee may act through its attorneys and agents and attorneys, and shall will not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it reasonably believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture. (5e) 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 the Issuer. (f) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) 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, order request or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable indemnity or security or indemnity against the costslosses, liabilities and expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection. (7g) The Trustee shall have no duty to inquire as to the performance of the covenants of the Company and/or the Restricted Subsidiaries in Article 4. In addition, the Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of DefaultDefault except: (i) unless such fact any Event of Default occurring pursuant to Section 6.01(a)(1) or matter Section 6.01(a)(2) (provided it is known to acting as Paying Agent); and (ii) any Default or Event of Default of which a Responsible Officer shall have received written notification. Delivery of the Trustee. (8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its their covenants hereunder (except as set forth in Section 4.4to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (h) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by The Bank of New York Mellon in each of its capacities hereunder and by The Bank of New York Mellon (Luxembourg) S.A. and each agent, custodian and other person employed to act hereunder. Absent wilful misconduct or negligence, each Paying Agent and Transfer Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party. (j) The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control. (k) The Trustee shall not be liable for any consequential loss (being loss of business, goodwill, opportunity or profit of any kind) of the Issuer, Successor Company, the Ultimate Parent or any Restricted Subsidiary. (l) 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 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 Issuer personally or by agent or attorney. (m) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved. (n) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (o) 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 acts of war or terrorism involving the United States, the United Kingdom or any member state of the European Monetary Union or any other national or international calamity or emergency (including natural disasters or acts of God), 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. (p) The Trustee is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this Indenture or the Notes. (q) 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. (r) The parties hereto accept that some methods of communication are not secure and the Trustee or any other entity of The Bank of New York Mellon Group shall incur no liability for receiving instructions via any such non-secure method. The Trustee or any other entity of The Bank of New York Mellon Group is authorized to comply with and rely upon any such notice, instructions or other communications believed by it to have been sent or given by an Authorized Person or an appropriate party to the transaction (or authorized representative thereof). The Issuer or authorized officer of the Issuer shall use all reasonable efforts to ensure that instructions transmitted to the Trustee or any other entity of The Bank of New York Mellon Group pursuant to this Indenture are complete and correct. Any instructions shall be conclusively deemed to be valid instructions from the Issuer or authorized officer of the Issuer to the Trustee or any other entity of The Bank of New York Mellon Group for the purposes of this Indenture.