Common use of Rights of Trustee Clause in Contracts

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith willful misconduct or negligence, and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage. (kj) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each The permissive right of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in to take the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee actions permitted by this Indenture shall not be required construed as an obligation or duty to give any bond or surety in respect of the performance of its powers and duties hereunderdo so.

Rights of Trustee. (a) The Except as otherwise provided in Section 6.02(g) and the second succeeding sentence, the Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer's Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatethe Officer's Certificate or Opinion of Counsel. (c) 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 shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trusteeattorneys or a custodian or nominee, and the Trustee shall not be responsible for any act misconduct or omission negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by any Depositaryit hereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith. (e) The Trustee may consult with counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise 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 request, order or direction of any of the Holders of Securities Notes, 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 might 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), exercise the rights and powers vested in it by it in compliance this Indenture with such request or directionreasonable care and skill. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document believed document, unless requested in writing to do so by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes of the Controlling Class; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be genuine and to have been signed or delivered incurred by it in the proper person. (h) The Trustee shall not be deemed to have notice making of any Default or Event of Defaultsuch investigation is, other than a failure by in the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 opinion of the Trustee, and such notice references not reasonably assured to the Securities generally Trustee by the security afforded to it by the terms of this Indenture or the Securities of a particular Series Sale and this Indenture and states that it is a “notice of default.” (i) The permissive rights of Servicing Agreement, the Trustee enumerated herein shall not be construed may require reasonable indemnity against such cost, expense or liability as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage a condition to so proceeding. The reasonable expense of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of each such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent investigation shall be responsible or liable for any failure or delay in paid by the performance of its obligation under this Indenture arising out of or causedPerson making such request, directly or indirectlyor, if paid by circumstances beyond its reasonable controlthe Trustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of shall be reimbursed by the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesPerson making such request upon demand. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon on any resolution, officer’s certificate, opinion of counsel, certificate of auditors or other certificate, statement, instrument, or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) . Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel reasonably satisfactory in form and substance to the Trustee which Officers’ Certificate or Opinion of Counsel shall not be at the expense of the Trustee or the Trust Fund. The Trustee shall not be liable for any action it either of them takes or omits to take in good faith in reliance on such an Officers’ Certificate. (c) Certificate or Opinion of Counsel. The Trustee may act execute any of its trusts or powers hereunder and the Trustee may perform any of its respective duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Trustee shall not be responsible have no liability for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by the Trustee with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it either of them takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute willful misconduct, negligence or willful misconduct. (e) bad faith. The Trustee may consult with counselcounsel chosen by it with due care, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it either of them hereunder without negligence and in good faith and in reliance thereon. (f) accordance with the advice or opinion of such counsel. The Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Holders Certificateholders, pursuant to the provisions of Securities this Agreement, unless such Holders Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby (which in the case of the Majority Certificateholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority Certificateholders); nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicing Default of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction. (g) person’s own affairs. 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, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document believed document, unless requested in writing to do by the Majority Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be genuine and to have been signed or delivered incurred by it in the proper person. (h) The Trustee shall not be deemed to have notice making of any Default or Event of Defaultsuch investigation is, other than a failure by in the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 opinion of the Trustee, and not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such notice references cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Securities generally or Servicer or, if paid by the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) Trustee, shall be repaid by the Servicer upon demand from the Servicer’s own funds. The permissive rights of the Trustee to perform any discretionary act enumerated herein in this Agreement shall not be construed as duties. (j) In no event shall a duty, and the Trustee shall not be responsible answerable for other than its negligence or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay willful misconduct in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) such act. The Trustee shall not be required to give any bond or surety in respect of the performance execution of its the Trust Fund created hereby or the powers and duties granted hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ Certificate' Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate' Certificate or Opinion of Counsel. The Trustee may consult at the Partnership's expense with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel Partnership or any Opinion of Counsel the Guarantor shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe General Partner. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 believed by document. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) The Trustee shall may request that the Partnership 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 be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultsuperseded.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed to be an attorney or agent of the Trustee, Trustee and the Trustee shall not be responsible for any act action or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company will be sufficient if signed by an Officer 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 without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to it the Trustee against the costsany loss, expenses and liabilities which might be incurred by it in compliance with such request liability or directionexpense. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper persondocument. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received written notice of any event which is in fact such a default is received by the Trustee thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The permissive rights Trustee shall have no liability in respect of losses incurred as a result of the Trustee enumerated herein shall not be construed as dutiesliquidation of any investment prior to its stated maturity or failure to provide timely written direction. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective loss of whether profit), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither In no event shall the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out or any related documents because of or caused, directly or indirectly, by circumstances beyond its reasonable the Trustee’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above. (l) The right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document shall not be construed as a duty. (m) The Trustee may earn compensation in the form of short-term interest on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Trustee is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments. (n) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties capacities hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original, electronic or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the such document. The Trustee may, if it sees fit, make such inquiry. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificateofficer’s certificate or an opinion of counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificateofficer’s certificate or opinion of counsel, as the case may be. The Trustee may consult with counsel or other professional advisors and the written advice of such counsel, professional advisor or any opinion of counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Instrument. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Instrument, and any demand, request, direction or notice from the advice Company will be sufficient if signed by an officer 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 without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture Instrument at the request or direction of any of the Holders of Securities Noteholders unless such Holders shall Noteholders have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not 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 Instrument or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Convertible Loan Notes. (h) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Noteholders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Instrument, 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. (i) 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 Instrument or the Convertible Loan Notes. (j) The permissive right of the Trustee to take the actions permitted by this Instrument shall not be construed as an obligation or duty to do so. (k) The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this Instrument by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control. (l) The Trustee shall not under any circumstances be liable for any special, indirect or consequential loss or damage whatsoever (being loss of business, goodwill, opportunity or profit of any kind) of the Company, an affiliate of the Company or any other person (or, in each case, any successor thereto), even if advised of it in advance and even if foreseeable. (m) 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 believed by 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 genuine 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, subject to have been signed this clause 9, shall incur no liability or delivered additional liability of any kind by the proper personreason of such inquiry or investigation. (hn) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by may request that the Company to make any payment hereunder when due if delivers an officer’s certificate setting forth the Trustee is the Paying Agent, unless a Responsible Officer names of the Trustee has actual knowledge thereof individuals or unless written notice titles of officers authorized at such time to take specified actions pursuant to this Instrument, which officer’s certificate may be signed by any event which is person authorized to sign an officer’s certificate, including any person specified as so authorized in fact any such a default is received by the Trustee at the Corporate Trust Office of the Trustee, certificate previously delivered and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiessuperseded. (jo) In no event The Trustee may retain professional advisors to assist it in performing its duties under this Instrument. 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 legal or other matters relating to this Instrument and the Convertible Loan Notes shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage full and complete authorization and protection from liability in respect of any kind whatsoever (includingaction taken, but not limited to, lost profits) irrespective of whether omitted or suffered by it hereunder in good faith and in accordance with the Trustee has been advised of the likelihood advice or opinion of such loss or damage and regardless of the form of actioncounsel. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (lp) The Trustee shall not be may assume without inquiry in the absence of actual knowledge that the Company is duly complying with its obligations contained in this Instrument required to give any bond be performed and observed by it, and that no breach of this Instrument or surety in respect other event which would require repayment of the performance of its powers and duties hereunderConvertible Loan Notes has occurred.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ CertificateCertificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult at the Issuers’ expense with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel Issuers or any Opinion of Counsel Subsidiary Guarantor shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action takeneach Issuer or such Subsidiary Guarantor, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonas the case may be. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 believed by document. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) The Trustee shall may request that the Issuers 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 be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultsuperseded.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or gross negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The 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. (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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hi) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (k) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, ; provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith and in reliance thereon. (f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into . In addition, 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice knowledge of any Default or Event of DefaultDefault except (1) any Event of Default occurring pursuant to Sections 6.1(a), other than a failure by the Company to make 6.1(b), 6.1(c) and 4.3 hereof or (2) any payment hereunder when due if Default or Event of Default of which the Trustee is shall have received written notification in the Paying Agent, unless manner set forth in this Indenture or a Responsible Officer of the Trustee has shall have obtained actual knowledge thereof or unless written knowledge. Delivery of reports, information and documents to the Trustee under Section 4.2 is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any event information contained therein, or determinable from information contained therein including the Company’s compliance with any of their covenants thereunder (as to 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultentitled to rely exclusively on an Officers’ Certificate).” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon as a result of its reasonable belief that any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, direction, approval or other paper or document believed by it to be was genuine and to have had been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it sees fit. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of of, or for the supervision of, any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request request, order or direction of any of the Holders of Securities Securities, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith willful misconduct or negligence, and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities Notes unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage. (kj) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each The permissive right of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in to take the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee actions permitted by this Indenture shall not be required construed as an obligation or duty to give any bond or surety in respect of the performance of its powers and duties hereunderdo so.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ CertificateCertificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult at the Company’s expense with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel Company or any Opinion of Counsel Guarantor shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action takenthe Company or such Guarantor, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonas the case may be. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (i) The Trustee shall 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. (j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (jl) In no event shall The rights, privileges, protections, immunities and benefits given to the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder. (lm) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Issuers will be sufficient if signed by an Officer of such counsel or any Opinion each of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Issuers. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Issuers, personally or delivered by agent or attorney at the proper personsole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of rights, privileges, protections, immunities and benefits given to the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder. (lj) The Trustee shall 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 be required to give any bond or surety in respect of the performance of its powers and duties hereundersuperseded.

Rights of Trustee. (a) The Trustee may may, in the absence of bad faith on its part, conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel selected by it and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) 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 Company’s Board of Directors may be sufficiently evidenced by a board resolution. (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 believed by 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 genuine entitled to examine, to the extent necessary and to have been signed consistent with each inquiry or delivered investigation, the books, records and premises of the Company, personally or by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hi) The Trustee shall not be deemed to have notice notice, nor shall it be charged with knowledge, of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (k) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles or officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (l) In no event shall the Trustee be responsible or for liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss 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. (km) Neither the The Trustee nor any Agent shall not be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or wars and other military disturbances; sabotage; epidemicepidemics; riots; interruptions, ; loss or malfunctions of utilities, computer (hardware or software) or communications communication services; accidents; labor disputes; acts of civil or military authority or and governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. The Trustee shall also have no liability or responsibility for the action or inaction of DTC. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, Default (other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, default under Sections 6.1(a) or 6.1(b)) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultin accordance with Section 11.1.” (i) The permissive rights Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the Trustee enumerated herein shall 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 be construed as dutiessuperseded. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, the paying agent and the registrar in each of their capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (k) In no event shall the Trustee be responsible or liable for any special, punitive, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not For certain payments made pursuant to this Indenture, the paying agent may be required to give make a “reportable payment” or “withholdable payment” and in such cases the paying agent may have the duty to act as a payor or withholding agent, respectively, that is responsible for any bond or surety in respect tax withholding and reporting required under Chapters 3, 4, 24 and 61 of the performance Code. The paying agent shall have the sole right to make the determination as to which payments with respect to which it is the withholding agent are “reportable payments” or “withholdable payments” under the Code. 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 paying agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The paying agent shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the paying agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.2(l) are not provided prior to or by the time the related payment is required to be made or are determined by the paying agent to be incomplete and/or inaccurate in any respect, the paying agent shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, 24 or 61 of its powers the Code, and duties hereundershall have no obligation to gross up any such payment.

Rights of Trustee. (a) The Trustee may conclusively 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 to it by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. 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 Default or any Event of Default except any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Sections Section 4.3(a), Section 4.3(b), and Section 4.4(a) is for informational purposes only and the Trustee’s receipt of 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 their covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates). (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate, an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel at the Company’s expense and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents agents, attorneys, custodians or nominees and shall not be responsible for the misconduct or negligence or the supervision of any agent agents, attorneys, custodians or nominees appointed by it with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or an Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable Default for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation purpose under this Indenture arising out unless notified of or causedsuch Event of Default by the Company, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer the Paying Agent (hardware or softwareif other than the Company) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each a Holder of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesSecurities. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may may, in the absence of bad faith on its part, conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel selected by it and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) 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 Company’s Board of Directors may be sufficiently evidenced by a board resolution. (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 believed by 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 genuine entitled to examine, to the extent necessary and to have been signed consistent with each inquiry or delivered investigation, the books, records and premises of the Company, personally or by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hi) The Trustee shall not be deemed to have notice notice, nor shall it be charged with knowledge, of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (k) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles or officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (l) In no event shall the Trustee be responsible or for liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss 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. (km) Neither the The Trustee nor any Agent shall not be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or wars and other military disturbances; sabotage; epidemicepidemics; riots; interruptions, ; loss or malfunctions of utilities, computer (hardware or software) or communications communication services; accidents; labor disputes; acts of civil or military authority or and governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence Security Documents or willful misconductthe Intercreditor Agreement. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture, the Security Documents or the Intercreditor Agreement at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness Indebtedness or other paper or document believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed rights, privileges, protections, immunities and benefits given to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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, including, without limitation, its right to be indemnified, are extended to, and such notice references shall be enforceable by, the Securities generally or the Securities Trustee in each of a particular Series its capacities hereunder, and this Indenture each agent, custodian and states that it is a “notice of defaultother Person employed to act hereunder.” (i) The permissive rights right of the Trustee to take or refrain from taking any actions enumerated herein in this Indenture shall not be construed as dutiesa duty. (j) In no event The Trustee shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or wars and other military disturbances; sabotage; epidemicepidemics or pandemics; riots; interruptions, ; loss or malfunctions of utilities, computer (hardware or software) or communications communication services; accidents; labor disputes; acts of civil or military authority or and governmental action; it being understood that each . (k) 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 Trustee has been advised as to the likelihood of such loss or damage and regardless of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesform of action. (l) The Trustee shall not be required may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to give any bond or surety in respect of the performance of its powers and duties hereundertake specified actions pursuant to this Indenture.

Rights of Trustee. Subject to Section 7.1 and with respect to each series of Debt Securities: (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon 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. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require the delivery of an Officers’ CertificateCertificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Debt Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed document, but the Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it may see fit, personally or by agent or attorney, at the sole cost of the Company and with the Company’s cooperation and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) 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. (i) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless 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 Securities generally or the Debt Securities of a particular Series the applicable series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to give any bond or surety in respect of the performance of its powers and duties hereundertake specified actions pursuant to this Indenture.

Rights of Trustee. (a) 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 any document document, resolution, statement, notice, direction, certificate and/or opinion 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 documentPerson. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both conforming to Section 11.3. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ Certificatethe Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence bad faith, willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Issuer, but the Trustee may require of the Issuer 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) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee has received from the Issuer or the Holders of not less than 30% 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. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and each other agent, custodian and Person employed to act hereunder. (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) Any request or direction of the Issuer 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 Issuer 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. (m) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be updated and delivered to the Trustee at any time by the Issuer in its discretion. (n) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities the Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities which liability or expense that might be incurred by it in compliance with such request or direction. (go) The Trustee No provision of this Indenture shall not be bound deemed to make impose any investigation into the facts duty 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 believed by obligation on the Trustee to take or omit to take any action, or suffer any action to be genuine and to have been signed taken or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Defaultomitted, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation 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 or suffering such action to be taken or omitted would violate applicable law binding upon it. (p) The delivery of reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of as to which the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry is entitled to resume performance as soon as reasonably practicable under the circumstancesrely exclusively on Officer’s Certificates). (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence Security Documents or willful misconductthe Intercreditor Agreement. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture, the Security Documents or the Intercreditor Agreement at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness Indebtedness or other paper or document believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed rights, privileges, protections, immunities and benefits given to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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, including, without limitation, its right to be indemnified, are extended to, and such notice references shall be enforceable by, the Securities generally or the Securities Trustee in each of a particular Series its capacities hereunder, and this Indenture each agent, custodian and states that it is a “notice of defaultother Person employed to act hereunder.” (i) The permissive rights right of the Trustee to take or refrain from taking any actions enumerated herein in this Indenture shall not be construed as dutiesa duty. (j) In no event The Trustee shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or wars and other military disturbances; sabotage; epidemicepidemics; riots; interruptions, ; loss or malfunctions of utilities, computer (hardware or software) or communications communication services; accidents; labor disputes; acts of civil or military authority or and governmental action; it being understood that each . (k) 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 Trustee has been advised as to the likelihood of such loss or damage and regardless of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesform of action. (l) The Trustee shall not be required may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to give any bond or surety in respect of the performance of its powers and duties hereundertake specified actions pursuant to this Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting 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. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ ' Certificate, an Opinion of Counsel or both covering such matters as it shall reasonably determine. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on any such Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powerspowers provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion as to matters of Counsel law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 debenture or any other paper or document believed document. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Guarantee Agreement at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be genuine and to have been signed incurred by it in compliance with such request or delivered by the proper persondirection. (h) The Trustee shall not be deemed rights, privileges, protections, immunities and benefits given to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required each agent, custodian and other Person employed to give any bond or surety in respect of the performance of its powers and duties act hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. The Trustee shall also have no liability or responsibility for the action or inaction of DTC. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the any costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, Default (other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, default under Sections 6.1(a) or 6.1(b)) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultin accordance with Section 11.1.” (i) The permissive rights Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the Trustee enumerated herein shall 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 be construed as dutiessuperseded. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, the paying agent and the registrar in each of their capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (k) In no event shall the Trustee be responsible or liable for any special, punitive, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not For certain payments made pursuant to this Indenture, the paying agent may be required to give make a “reportable payment” or “withholdable payment” and in such cases the paying agent may have the duty to act as a payor or withholding agent, respectively, that is responsible for any bond or surety in respect tax withholding and reporting required under Chapters 3, 4, 24 and 61 of the performance Code. The paying agent shall have the sole right to make the determination as to which payments with respect to which it is the withholding agent are “reportable payments” or “withholdable payments” under the Code. 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 paying agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The paying agent shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the paying agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.2(l) are not provided prior to or by the time the related payment is required to be made or are determined by the paying agent to be incomplete and/or inaccurate in any respect, the paying agent shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, 24 or 61 of its powers the Code, and duties hereundershall have no obligation to gross up any such payment.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed to be an attorney or agent of the Trustee, Trustee and the Trustee shall not be responsible for any act action or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company will be sufficient if signed by an Officer 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 without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper persondocument. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received written notice of any event which is in fact such a default is received by the Trustee thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The permissive rights Trustee shall have no liability in respect of losses incurred as a result of the Trustee enumerated herein shall not be construed as dutiesliquidation of any investment prior to its stated maturity or failure to provide timely written direction. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective loss of whether profit), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither In no event shall the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out or any related documents because of or caused, directly or indirectly, by circumstances beyond its reasonable the Trustee’s control, including, without limitationbut not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God; earthquakes; fire; , flood; wars; acts of terrorism; , war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances; sabotage; epidemic; riots; interruptions, loss strikes or malfunctions of utilitieswork stoppages for any reason, computer embargo, government action, including any laws, ordinances, regulations or the like (hardware whether domestic, federal, state, county or softwaremunicipal or foreign) which delay, restrict or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each prohibit the providing of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in services contemplated by this Indenture or any related documents, or the banking industry to resume performance unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as soon as reasonably practicable under the circumstancesspecified above. (l) The right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunderconstrued as a duty.

Rights of Trustee. (a) The Trustee may conclusively rely on upon, and shall be fully protected in from acting or refraining from acting upon acting, on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require request an Officers’ CertificateOfficer's Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatethe Officer's Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s 's conduct does not constitute negligence wilful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice charged with knowledge of any Default or Event of Default, other than Default with respect to the Notes unless either (1) a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, unless a Responsible Trust Officer of the Trustee has shall have actual knowledge thereof of such Default or unless Event of Default or (2) written notice of any event which is in fact such a default is received Default or Event of Default shall have been given to the Trustee by the Trustee at the Corporate Trust Office Issuer or by any Holder of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultNotes.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without willful misconduct or negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 a Responsible Officer at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless damage. (j) The permissive right of the form of actionTrustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall will not be required to give any bond or surety in respect of the performance execution of its powers and duties hereunderthis Indenture or otherwise.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon on any resolution, officers’ certificate, opinion of counsel, certificate of auditors or other certificate, statement, instrument, or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) . Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel reasonably satisfactory in form and substance to the Trustee which Officers’ Certificate or Opinion of Counsel shall not be at the expense of the Trustee or the Trust Fund. The Trustee shall not be liable for any action it either of them takes or omits to take in good faith in reliance on such an Officers’ Certificate. (c) Certificate or Opinion of Counsel. The Trustee may act execute any of its trusts or powers hereunder and the Trustee may perform any of its respective duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Trustee shall not be responsible have no liability for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by the Trustee with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute willful misconduct, negligence or willful misconduct. (e) bad faith. The Trustee may consult with counselcounsel chosen by it with due care, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it either of them hereunder without negligence and in good faith and in reliance thereon. (f) accordance with the advice or opinion of such counsel. The Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Holders Certificateholders, pursuant to the provisions of Securities this Agreement, unless such Holders Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby (which in the case of the Majority Certificateholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority Certificateholders); nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicing Default of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction. (g) person’s own affairs. 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, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document believed document, unless requested in writing to do by the Majority Certificateholders or by the Class A-1 Insurer; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be genuine and to have been signed or delivered incurred by it in the proper person. (h) The Trustee shall not be deemed to have notice making of any Default or Event of Defaultsuch investigation is, other than a failure by in the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 opinion of the Trustee, and not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such notice references cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Securities generally or Servicer or, if paid by the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) Trustee, shall be repaid by the Servicer upon demand from the Servicer’s own funds. The permissive rights of the Trustee to perform any discretionary act enumerated herein in this Agreement shall not be construed as duties. (j) In no event shall a duty, and the Trustee shall not be responsible answerable for other than its negligence or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay willful misconduct in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) such act. The Trustee shall not be required to give any bond or surety in respect of the performance execution of its the Trust Fund created hereby or the powers and duties granted hereunder.

Rights of Trustee. Subject to Section 6.01: (a) The Trustee may rely conclusively rely on and shall be protected in acting or refraining from acting upon on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the any document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatecertificate or opinion. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of execute any agent appointed with due care. No Depositary shall be deemed an agent of the Trusteetrusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or independent contractors and the Trustee shall will not be responsible for any act misconduct or omission negligence on the part of any agent, attorney or independent contractor appointed with due care by any Depositaryit hereunder. (d) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it takes or omits to take in good faith which and reasonably believed by it believes to be authorized or within its the discretion or rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness note or other paper or document believed 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. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. (g) 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 the Trustee to be genuine hereunder in good faith and to have been signed or delivered by the proper personin reliance thereon. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of 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 enumerated herein shall not be construed as dutiesin each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither The Trustee may request that the Trustee nor any Agent shall be responsible or liable for any failure or delay in Company deliver a certificate setting forth the performance names of its obligation under individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesIndenture. (l) The Trustee shall not be required to give any bond Any request or surety in respect direction of the performance Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of its powers and duties hereunderthe Board of Directors may be sufficiently evidenced by a Board Resolution.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document, 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 at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers. The Trustee may consult with counselshall not have any duty to inquire as to the performance of the Issuers’, and the advice of such counsel Holdings’ 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 without negligence and in good faith and in reliance thereonNote Guarantor’s covenants herein. (f) The None of the provisions of this Indenture shall require the Trustee shall be under no obligation to exercise expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in if it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request risk or directionliability is not assured to it. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless 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 Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities existence of a particular Series Default or Event of Default, the Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (jh) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss 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. (ki) Neither The rights, privileges, protections, immunities and benefits given to the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry by each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder or thereunder. (lj) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties. (k) The Trustee may request that the Issuers deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and duties hereundernot superseded. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and willful misconduct or negligence, in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Officer of the Trustee has actual knowledge thereof 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage. (kj) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each The permissive right of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in to take the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee actions permitted by this Indenture shall not be required construed as an obligation or duty to give any bond or surety in respect of the performance of its powers and duties hereunderdo so.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 a Responsible Officer at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless damage. (j) The permissive right of the form of actionTrustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall will not be required to give any bond or surety in respect of the performance execution of its powers and duties hereunderthis Indenture or otherwise.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper personPerson or Persons. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatean Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through 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 with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters 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 or omitted by it hereunder without negligence or under the Notes and the Guarantees in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or other paper or document made or in connection with this Indenture; moreover, the Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture or any other agreement, 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, note other evidence of indebtedness or other paper or document believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Issuer, personally or delivered by the proper personagent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hg) The Trustee shall not be deemed to have notice knowledge of any Default or Event of Default, other than Default except any Default or Event of Default of which a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, unless a Responsible Trust Officer of the Trustee has actual knowledge thereof or unless shall have (x) received written notice of any event which is in fact such a default is received by the Trustee notification at the Corporate Trust Office of the Trustee, Trustee and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a “notice of defaultTrust Officer without independent investigation with respect thereto.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both, in each case, to the effect that it is so permitted to act or to refrain from acting. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatethe Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counsel, and the advice or opinion 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 to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) Unless otherwise specified in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gi) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless 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. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each agent, custodian and other Person employed to act hereunder. (l) 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. (m) 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hn) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and take specified actions pursuant to this Indenture and states that it is a “notice of defaultIndenture.” (io) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed in good faith by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at acting, to the direction of the Companyextent set forth herein, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such the Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, 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 to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (g) If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee, and the Trustee has received, indemnity or security (or indemnity both) satisfactory to it against the costsany loss, expenses and liabilities which liability or expense that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice knowledge of any Default or Event of Default, other than Default except: (1) any Event of Default occurring pursuant to Section 6.01(1) or 6.01(2); or (2) any Default or Event of Default of which a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, unless a Responsible Trust Officer of the Trustee has actual knowledge thereof or unless shall have received 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultnotification.” (i) The permissive rights of the Trustee enumerated herein to act hereunder shall not be construed as dutiesa duty. (j) In no event shall the Trustee or any Agent be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee or any Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and titles of officers authorized at such times to take specified actions pursuant to this Indenture. (l) Neither the Trustee nor any Agent shall be responsible incur any liability for not performing any act or liable for fulfilling any failure duty, obligation or delay in responsibility hereunder by reason of any occurrence beyond the performance control of its the Trustee or such Agent, as applicable, that prevents the Trustee or such Agent from performing such act or fulfilling such duty, obligation under this Indenture arising out or responsibility hereunder (including but not limited to any act or provision of any present or causedfuture law or regulation or governmental authority, directly any act of God or indirectlywar, by circumstances beyond its reasonable controlcivil unrest, includinglocal or national disturbance or disaster, without limitation, acts of God; earthquakes; fire; flood; wars; acts any act of terrorism; civil , or military disturbances; sabotage; epidemic; riots; interruptionsthe unavailability of the Federal Reserve Bank wire, loss facsimile or malfunctions of utilities, computer (hardware other wire or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actioncommunication facility); it being understood and agreed that each of the Trustee and Agents or such Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancespracticable. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting 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. (b) . Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate. Officer's Certificate or an Opinion of Counsel. (b) The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel or 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. (c) The Trustee may act through agents conclusively rely and shall not be responsible for the misconduct protected in acting or negligence refraining from acting in good faith upon any resolution, Officers’ Certificate, Opinion of Counsel, or any agent appointed with due care. No Depositary shall be deemed an agent of the Trusteeother certificate, and statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper reasonably believed by the Trustee shall not to be responsible for any act genuine and to have been signed or omission presented by any Depositarythe proper party or parties. (d) The Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee shall not be liable for any action it takes by a copy thereof certified by the secretary or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that an assistant secretary of the Trustee’s conduct does not constitute negligence or willful misconductIssuer. (e) The Trustee may consult with counsel, counsel selected by it with due care and the any advice or opinion 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 to be taken by it hereunder without negligence and in good faith and in reliance thereonthereon in accordance with such advice or opinion of counsel. (f) 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 request, order or direction of any of the Holders Securityholders pursuant to the provisions of Securities this Indenture, unless such Holders Securityholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request therein or directionthereby. (g) The Prior to the occurrence of a Certain Event of Default hereunder and after the curing or waiving of such Certain Event 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, approval, appraisal, bond, debenture, note, other evidence of indebtedness security or other paper or document believed unless requested in writing to do so by the Holders of not less than a majority in the aggregate Principal Amount of the Securities then Outstanding; provided, that the Trustee shall have obtained from such Securityholders security or indemnity satisfactory to be genuine it against the costs, expenses and to have been signed or delivered by the proper personliabilities of such investigation. (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be deemed to have notice responsible for any misconduct or negligence on the part of any Default such agent or Event of Default, other than a failure attorney appointed with due care by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaulthereunder.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee or a Trust Officer at the designated corporate trust office of the Trustee, and such notice references the Securities and this Indenture. (k) Neither To the Trustee nor any Agent shall be responsible or liable for any failure or delay in fullest extent permitted by law, the performance of its obligation under this Indenture arising out of or causedrights, directly or indirectlyprivileges, by circumstances beyond its reasonable controlprotections, immunities and benefits given to the Trustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (m) Neither the Trustee nor the Issuer shall be responsible for the acts or omissions of the other, it being understood that this Indenture shall not be construed to render them partners, joint venturers or agents of one another. (n) Except for those actions that the Trustee is required to take hereunder without written direction, the Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder that requires written direction in the absence of such written direction as provided hereunder. (o) The Trustee shall have no responsibility to record this agreement or any other agreement, to prepare or file any financing or continuation statement in any public office at any time or otherwise to perfect or maintain the perfection of any ownership or security interest or lien or to prepare or file any tax, qualification to business or securities law filing or report. (p) The Trustee shall have no duty to monitor or supervise the duties and obligations of the Issuer, the Paying Agent or the Registrar under this Indenture or any other agreement or ensuring their compliance with or performance of the terms thereof. (q) The Trustee shall have the right to request and conclusively rely upon a certification from the Securityholders that represent a specified percentage of the Principal Amount of all Outstanding Securities. The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

Rights of Trustee. (a) The Trustee may conclusively 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 personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ ' Certificate, an Opinion of Counsel (which may rely upon an Officers' Certificate as to factual matters) or both covering such matters as it shall reasonably determine. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on any such Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission care by any Depositaryit hereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion as to matters of Counsel applicable law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 debenture or any other paper or document believed document. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be genuine and to have been signed incurred by it in compliance with such request or delivered by the proper persondirection. (h) The Trustee shall not be deemed rights, privileges, protections, immunities and benefits given to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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, including its right to be indemnified, are extended to, and such notice references shall be enforceable by, the Securities generally or the Securities Trustee in each of a particular Series its capacities hereunder, and this Indenture to each agent, custodian and states that it is a “notice of defaultother Person employed to act hereunder.” (i) The permissive rights 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 and to the provisions of Section 315 of the Trustee enumerated herein shall not be construed as dutiesTIA. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company will be sufficient if signed by an Officer 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 without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper person.sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation (h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action (i) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) In no event shall The rights, privileges, protections, immunities and benefits given to the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder. (lk) The Trustee shall not be required may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to give any bond or surety in respect of the performance of its powers and duties hereundertake specified actions pursuant to this Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper personparty or parties. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any inquiry or 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 believed 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 shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its choice and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of, or information obtained from, any counsel, accountant, appraiser or other expert or adviser, whether retained or employed by the Company or by the Trustee, in relation to any matter arising in the administration of the trusts hereof. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably 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 Company shall be sufficient if evidenced by a Company Request or Company Order. (f) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been received by the Trustee to from the Company or from any Holder of the Notes, and such notice references the Notes and this Indenture. (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be genuine and to have been signed responsible for any misconduct or delivered negligence on the part of any agent or attorney appointed with due care by the proper personit hereunder. (h) The Trustee shall not be deemed rights, privileges, protections, immunities and benefits given to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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, including, without limitation, its right to be indemnified, are extended to, and such notice references shall be enforceable by, the Securities generally or the Securities Trustee in each of a particular Series its capacities hereunder, and this Indenture each agent, custodian and states that it is a “notice of defaultother Person employed to act hereunder.” (i) The permissive rights Trustee may request that the Company deliver an Officers' Certificate setting forth the names of the Trustee enumerated herein shall 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 be construed as dutiessuperseded. (j) In Notwithstanding anything in this Indenture, in no event shall the Trustee Trustee, the Paying Agent, the Conversion Agent or the Registrar be responsible liable under or liable in connection with this Indenture for any indirect, special, indirectincidental, punitive, incidental punitive or consequential loss losses or damage damages of any kind whatsoever (includingwhatsoever, including but not limited to, to lost profits) irrespective of , whether or not foreseeable, even if the Trustee Trustee, the Paying Agent, the Conversion Agent or the Registrar has been advised of the likelihood of such loss or damage possibility thereof and regardless of the form of action. (k) Neither action in which such damages are sought; provided that the Trustee nor Paying Agent, the Conversion Agent or the Registrar is not the Company or any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesSubsidiaries. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may rely conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both covering such matters as the Trustee shall reasonably request. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (g) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation and reimbursement of expenses, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities. (h) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (i) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Securities. (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (k) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give liable for any bond or surety error of judgment made in respect of good faith by a Responsible Officer, unless it shall be proved that the performance of its powers and duties hereunderTrustee was negligent in ascertaining the pertinent facts.

Rights of Trustee. (a) 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 any document document, resolution, statement, notice, direction, certificate and/or opinion 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 documentPerson. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both conforming to Section 11.4. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ Certificatethe Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence bad faith, willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel. (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (g) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Issuer, but the Trustee may require of the Issuer 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) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee has received from the Issuer or the Holders of not less than 25% in aggregate principal amount of the Notes of the affected Series then outstanding written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Notes of such Series and this Indenture. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and each other agent, custodian and Person employed to act hereunder. (k) [Reserved]. (l) 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. (m) Any request or direction of the Issuer 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 Issuer 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 may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be updated and delivered to the Trustee at any time by the Issuer in its discretion. (o) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities the Notes unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the costsany loss, expenses and liabilities which liability or expense that might be incurred by it in compliance with such request or direction. (gp) The Trustee [Reserved]. (q) No provision of this Indenture shall not be bound deemed to make impose any investigation into the facts duty 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 believed by obligation on the Trustee to take or omit to take any action, or suffer any action to be genuine and to have been signed taken or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Defaultomitted, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation duties or obligations under this Indenture arising out of Indenture, or causedto exercise any right or power thereunder, directly to the extent that taking or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil omitting to take such action or military disturbances; sabotage; epidemic; riots; interruptions, loss suffering such action to be taken or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesomitted would violate applicable law binding upon it. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. Subject to Section 7.1: (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document document, instrument, opinion, direction, order, notice or request reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the such document, instrument, opinion, direction, order, notice or request. (b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ Certificate, advice of counsel and/or Opinion of Counsel. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled, upon notice to the Company, to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hg) The Trustee shall not be deemed to have notice of any Default or Event of Default, Default (other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, default under Section 6.1(a)(i) or Section 6.1(a)(ii)) unless 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 Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(g). (h) The rights, privileges, protections, immunities and states that it is a “notice 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 defaultits capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited towithout limitation, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (k) Neither The permissive rights of the Trustee nor any Agent enumerated herein shall not be construed as duties. (l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, including without limitation, acts of God; earthquakes; firefires; floodfloods; wars; acts of terrorism; civil or military disturbances; sabotage; epidemicepidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; service, accidents; labor disputes; acts of civil or military authority or governmental action; actions (it being understood that each of the Trustee and Agents shall use commercially reasonable its best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances). (lm) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture. (n) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (o) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the performance execution of this Indenture or otherwise. (p) To help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided. (q) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its powers sole discretion deems to contain confidential, proprietary, and/or sensitive information and duties hereundersent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Trustee’s secure website xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes takes, suffers, or omits to take in good faith which that it believes to be authorized or within its the discretion or rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company and any resolution of the Board of Directors will be sufficient if certified by the secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and in each case, delivered to 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 without negligence and in good faith and in reliance thereonTrustee. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received written notice from the Company or any Holder of any event which is in fact such a default is received by the Trustee Default or Event of Default at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of 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 enumerated herein shall not be construed as dutiesin each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (j) In The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (k) Anything in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, including but not limited toto loss of profit), lost profits) irrespective of whether even if the Trustee has been advised of as to the likelihood of such loss or damage and regardless of the form of action. (kl) Neither the The Trustee nor any Agent shall not be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or wars and other military disturbances; sabotage; epidemicepidemics; riots; interruptions, ; loss or malfunctions of utilities, computer (hardware or software) or communications communication services; accidents; labor disputes; acts of civil or military authority or and governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may rely conclusively rely on and shall be fully protected in acting or refraining from acting upon in accordance with any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateIssuer Officer's Certificate or an Issuer Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatean Issuer Officer's Certificate or an Issuer Opinion of Counsel. (c) 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 shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trusteeattorneys or a custodian or nominee, and the Trustee shall not be responsible for any act misconduct or omission negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by any Depositaryit thereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith. (e) The Trustee may consult with counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Transition Bonds shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request request, order or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request request, order or direction. (g) The Trustee shall not be bound to make any investigation into In 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if event that the Trustee is also acting in the capacity of Paying Agent, unless a Responsible Officer of Securities Intermediary or Transition Bond Registrar hereunder, the rights, protections, immunities and indemnities afforded to the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by pursuant to this Article VI shall also be afforded to the Trustee at the Corporate Trust Office of the Trusteein its capacity as Paying Agent, and such notice references the Securities generally Intermediary or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultTransition Bond Registrar.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductbad faith. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ CertificateCertificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate. (c) The Trustee may act through agents and shall not be responsible for the misconduct Certificate or negligence Opinion of any agent appointed with due careCounsel. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult at the Issuers’ expense with counsel, 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 without negligence and in good faith and in reliance thereon. (fc) The Trustee may act through agents and shall not be under no obligation to exercise any of responsible for the rights misconduct or powers vested in it by this Indenture at the request or direction negligence of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance agent appointed with such request or directiondue care. (gd) The Trustee shall not be bound 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 conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers or any Subsidiary Guarantor shall be sufficient if signed by an Officer of each Issuer or such Subsidiary Guarantor, as the case may be. (f) The Trustee shall not be obligated 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 believed by document. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) The Trustee shall may request that the Issuers 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 be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultsuperseded.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or decree of a court or competent jurisdiction, bond, debenture, not, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper personparty or parties, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee need not investigate any fact or matter stated in the document. (b) Before Other than in connection with actions specifically required under this Indenture, before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatethe Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through attorneys or agents and shall not be responsible for the misconduct or negligence of any such attorney or agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be responsible or 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, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence. (e) The Trustee may consult with counsel, counsel of its own selection and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness note or other paper or document believed unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be genuine entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation. (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Security Documents at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have been signed offered to the Trustee security or delivered indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the proper personit in compliance with such request or direction. (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder, including the Collateral Agent. (i) The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the written direction of the Required Noteholder Parties or the Holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. (k) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless 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 Default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (jl) In no event The Trustee may request that the Issuer delivers an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (m) The Trustee shall the Trustee not be responsible or liable for any punitive, special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionactions. (kn) Neither The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture. (o) The Trustee nor any Agent shall not be responsible or liable for any failure or delay in the performance of its obligation obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or wars and other military disturbances; sabotage; epidemicepidemics; riots; interruptions, ; loss or malfunctions malfunction of utilities, computer (hardware or software) or communications communication services; accidents; labor disputes; and acts of civil or military authority or authorities and governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (lp) The Trustee shall not have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be required necessary to give any bond (i) create, preserve, perfect or surety validate the security interest granted pursuant to this Indenture and the other Note Documents or (ii) enable the Trustee to exercise and enforce its rights under the Indenture and the other Note Documents with respect to such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (i) in connection with the acts or omissions of the Issuer in respect of the performance foregoing or (ii) for or with respect to the legality, validity and enforceability of its powers any security interest created in the Collateral or the perfection and duties hereunderpriority of such security interest.

Rights of Trustee. (a) The Trustee may rely conclusively rely on and shall be fully protected in acting or refraining from acting upon on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that powers conferred upon it by the Trustee’s conduct does not constitute negligence or willful misconductIndenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in the Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under the Indenture. (g) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under the Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of the Indenture and final payment of the Notes. (h) The permissive right of the Trustee to take the actions permitted by the Indenture shall not be construed as an obligation or duty to do so. (i) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Notes, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Notes. (j) The Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (k) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Indenture at the request or direction of any of the Holders of Securities pursuant to the Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give liable for any bond or surety error of judgment made in respect of good faith by a Responsible Officer, unless it shall be proved that the performance of its powers and duties hereunderTrustee was negligent in ascertaining the pertinent facts.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith willful misconduct or negligence, and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, including lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage. (kj) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each The permissive right of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in to take the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee actions permitted by this Indenture shall not be required construed as an obligation or duty to give any bond or surety in respect of the performance of its powers and duties hereunderdo so.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ Certificate' Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate' Certificate or Opinion of Counsel. The Trustee may consult at the Partnership's expense with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel Partnership, the Guarantor or any Opinion of Counsel Subsidiary Guarantor shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.U.S. Propane L.L.C. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 believed by document. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) The Trustee shall may request that the Partnership 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 be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultsuperseded.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Subject to the provisions of Section 7.01(a) hereof, the Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s 's conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, and the advice or opinion 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 to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered Prior to the Trustee security occurrence of an Event of Default hereunder and after the curing or indemnity satisfactory to it against waiving of all Events of Default, the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, Officer's Certificate, or other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document believed 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 genuine and to have been signed or delivered incurred by it in the proper person. (h) The Trustee shall not be deemed to have notice making of any Default or Event of Defaultsuch investigation is, other than a failure by in the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 opinion of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of not reasonably assured to the Trustee enumerated herein by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall not be construed as dutiespaid by the Company or, if advanced by the Trustee, shall be repaid by the Company upon demand. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (lg) 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 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 and shall be entitled in connection herewith to examine the books, records and premises of the Company. (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (j) Except for (i) a default under Section 6.01(a) or (b), or (ii) any other event of which the Trustee has "actual knowledge" and which event, with the giving of notice or the passage of time or both, would constitute an Event of Default under this Indenture, the Trustee shall not be deemed to have notice of any Default or Event of Default unless specifically notified in writing of such event by the Company or the Holders of not less than 25% in aggregate principal amount at Stated Maturity of the Securities then outstanding; provided that the Trustee shall comply with the "automatic stay" provisions contained in the U.S. bankruptcy laws, if applicable; and as used herein, the term "actual knowledge" means the actual fact or statement of knowing by a Responsible Officer, without any duty to make any investigation with regard thereto.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductbad faith. (e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agentdue, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (m) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. The Trustee shall also have no liability or responsibility for the action or inaction of DTC. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, Default (other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, default under Sections 6.1(a) or 6.1(b)) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultin accordance with Section 11.2.” (i) The permissive rights Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the Trustee enumerated herein shall 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 be construed as dutiessuperseded. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, the paying agent and the registrar in each of their capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (k) In no event shall the Trustee be responsible or liable for any special, punitive, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpower. (e) 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 of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or satisfactory indemnity against such risk or liability is not reasonably assured to it. (f) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (fg) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gh) 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 believed by 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 matter inquiry or investigation, it shall be genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hi) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 principal corporate trust office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) In no event shall The rights, privileges, protections, immunities and benefits given to the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstanceseach agent, custodian and other person employed to act hereunder. (lk) The Trustee shall 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 be required to give any bond or surety in respect of the performance of its powers and duties hereundersuperseded.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Issuer will be sufficient if signed by an Officer 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 without negligence and in good faith and in reliance thereonthe Issuer. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Intercreditor Deeds at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, consentorder, orderapproval, bond, debenture, note, other evidence of indebtedness or other paper or document believed by but the Trustee, in its sole and absolute 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 genuine entitled to examine the books, records and to have been signed premises of the Issuer, personally or delivered by agent or attorney at the proper personsole expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall will have no duty to inquire as to the Issuer’s performance of the covenants in Article 4 hereof. In addition, the Trustee will not be deemed to have notice knowledge of any Default or Event of Default, other than a failure by the Company to make Default except any payment hereunder when due if the Trustee is the Paying Agent, unless Default or Event of Default of which a Responsible Officer of the Trustee has received written notification identifying the Notes or Indenture or obtained 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultknowledge.” (i) Neither the Trustee nor any clearing system through which the Notes are traded shall 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 of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Note. (j) 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. (k) 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. (l) The permissive rights right of the Trustee to take the actions enumerated herein shall in this Indenture or the Intercreditor Deeds will not be construed as dutiesan obligation or duty to do so and the Trustee will not be answerable other than for its own negligence or willful default. (jm) Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or Opinions of Counsel, as applicable). (n) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (o) The Trustee may 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 person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (p) Under no circumstances will the Trustee be liable to the Company for any consequential loss (being loss of business, goodwill, opportunities or profit) even if advised of the possibility of such loss or damage. (q) The Trustee will not be liable if prevented or delayed in performing any of its obligations by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control. (r) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture obligations hereunder arising out of of, or causedcaused by, directly or indirectly, by circumstances forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of God; earthquakes; fire; flood; wars; acts of war or terrorism; , civil or military disturbances; sabotage; epidemic; riots; interruptions, loss nuclear or malfunctions of utilities, computer (hardware natural catastrophes or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actionGod; it being understood that each of the Trustee and Agents shall use commercially reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (ls) The Trustee shall not will be required entitled to give any bond or surety assume without inquiry, that the Issuer has performed in respect accordance with all of the performance provisions of its powers and duties hereunderthis Indenture or Intercreditor Deeds, unless notified to the contrary.

Rights of Trustee. (a1) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original 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. The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer. (b2) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ CertificateCertificate or Opinion of Counsel. (c3) The Trustee may act execute any of the trusts and powers hereunder or perform any duties hereunder either directly by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission care by any Depositaryit hereunder. (d4) The In the absence of willful misconduct or negligence, the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductconferred upon it by this Indenture. (e5) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture, the Notes, or any Opinion of Counsel the Guarantees shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and or under the Notes, or the Guarantees in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f6) The Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 11.02, and such notice references the Notes and this Indenture. (7) 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. (8) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Indenture, the Notes, or the Guarantees at the request request, order or direction of any of the Holders pursuant to the provisions of Securities this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g9) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of the Trustee. (10) Whenever in the administration of this Indenture, the Notes, or the Guarantees, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on its part, rely upon an Officers’ Certificate. (11) 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 coupon or other paper or document believed by 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 genuine entitled to examine, during business hours and to have been signed upon reasonable notice, the books, records and premises of the Issuer and the Restricted Subsidiaries, personally or delivered by the proper personagent or attorney. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l12) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (13) 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 or the Notes. (14) In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage. (15) The Trustee will have no duty to monitor, inquire as to or ascertain compliance with covenants of the Issuer made in this Indenture or any supplemental indenture hereto other than the covenant set forth in Section 4.01.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both, in each case, to the effect that it is so permitted to act or to refrain from acting. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatethe Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counsel, and the advice or opinion 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 to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) Unless otherwise specified in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. (g) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (gi) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless 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. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each agent, custodian and other Person employed to act hereunder. (l) 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. (m) 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (hn) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and take specified actions pursuant to this Indenture and states that it is a “notice of defaultIndenture.” (io) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith willful misconduct or negligence, and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage. (kj) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each The permissive right of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in to take the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee actions permitted by this Indenture shall not be required construed as an obligation or duty to give any bond or surety in respect of the performance of its powers and duties hereunderdo so.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ Certificate' Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate' Certificate or Opinion of Counsel. The Trustee may consult at the Partnership's expense with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel Partnership or any Opinion of Counsel Subsidiary Guarantor shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.U.S. Propane L.L.C. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 believed by document. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) The Trustee shall may request that the Partnership 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 be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultsuperseded.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original (including one signed manually or by way of electronic signature initiated by the Trustee and sent via electronic mail) or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the documentdocument and shall have no duty to inquire as to the performance by the Company of any of its covenants in this Indenture and may accept the same as conclusive evidence of the accuracy of the statements contained therein, 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 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 Trustee shall not be deemed to have notice of any Default or Event of Default which may be disclosed (whether explicitly or implicitly) in information which it receives from the Company, except for any specific notice thereof contained in any document delivered by the Company to the Trustee. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, or in order to establish any matter, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys, receivers and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel Issuer or any Opinion of Counsel a Guarantor shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered the Issuer or omitted by it hereunder without negligence and in good faith and in reliance thereonsuch Guarantor. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if Default except Events of Default described in clauses (1) and (2) of Section 6.01(a) (where the Trustee is the acting as Paying Agent, unless a Responsible Officer of the Trustee has actual knowledge thereof or ) unless written notice from the Issuer or the Holders of at least 25% of the aggregate principal amount of the Notes of any event which is in fact such a default is Default has been actually received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references specifically notifies the Securities generally or Trustee of the Securities existence of a particular Series Default or Event of Default in the Notes and this Indenture Indenture. (g) The rights, privileges, protections, immunities and states benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder. (h) The Trustee may request that it is a “notice the Issuer deliver an Officer’s Certificate setting forth the names of defaultindividuals 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.” (i) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (j) The permissive rights right of the Trustee to do things enumerated herein in this Indenture shall not be construed as dutiesa duty. (jk) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required responsible or liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the outstanding Notes as to give the time, method and place of conducting any bond proceedings for any remedy available to the Trustee or surety in respect the exercising of any power conferred by this Indenture. (m) The Trustee shall have no duty to inquire, no duty to determine and no duty to monitor the performance of the Company’s covenants in this Indenture or the financial performance of the Company. The Trustee shall be entitled to assume, until it has received written notice in accordance with this Indenture, that the Company is performing its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. Any facsimile or portable document format signature of any Person on a document required or permitted in this Indenture to be delivered to the documentTrustee shall constitute a valid and binding execution thereof by such Person. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel of its choice and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powerspowers conferred upon it by this Indenture; provided, provided however that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Issuers shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or and indemnity satisfactory to it the Trustee against the costs, losses, expenses and liabilities which that might be incurred by it the Trustee in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received written notice of any event which is in fact such a default is received by Default or Event of Default from the Trustee at Company or the Corporate Trust Office Holders of 25% in aggregate principal amount of the Trusteeoutstanding Notes, and such notice references the Securities generally specific Default or Event of Default, the Securities of a particular Series Notes and this Indenture and states and, in the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. (h) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it is a “notice of defaulthereunder except as otherwise agreed in writing with the Issuers.” (i) The permissive rights Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder. (j) The Trustee shall have no duty to inquire as to the performance of the Issuers’ covenants herein. (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 or removal, the defeasance or discharge of this Indenture and final payment of the Notes. (l) The right of the Trustee enumerated herein to take the actions permitted by this Indenture shall not be construed as dutiesan obligation or duty to do so. (jm) 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. (n) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (ko) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each The permissive rights of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee enumerated herein shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunderconstrued as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence wilful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture, the Notes and the Subsidiary Guarantees shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any of the Holders Noteholders pursuant to the provisions of Securities this Indenture, unless such Holders Noteholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness note or other paper or document believed unless requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 9.04, 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 genuine entitled to examine the books, records and premises of the Company, to have been signed the extent necessary to determine the relevant facts, personally or delivered by agent or attorney; provided that, except to carry out its obligations under this Indenture, the proper personTrustee shall not disclose any information obtained as a result of such examination without the written consent of the Company. (h) The Trustee rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall not be deemed to have notice of any Default or Event of Defaultenforceable by, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agentin each of its capacities hereunder, 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 and each duly authorized agent, custodian and other Person employed by the Trustee at to act hereunder and acting within the Corporate Trust Office limits of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultperson’s actual authority.” (i) The permissive rights Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the Trustee enumerated herein shall 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 be construed as dutiessuperseded. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting 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. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require a Company Order, an Officers’ Certificate' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such a Company Order, Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Subject to the provisions of Section 7.01(c), the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, counsel selected by it and the any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with such advice or Opinion of Counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at Indenture, unless the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be 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 believed by document, but the Trustee, in its discretion, may make such further inquiry or investigation into facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any negligent act on the part of any agent or attorney appointed with due care by it hereunder. (i) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless 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 TrusteeTrustee in accordance with Section 12.02 hereof, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j) In no event shall The rights, privileges, protections, immunities and benefits given to the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstanceseach agent, custodian and other Person employed to act hereunder. (lk) The Trustee shall not be required under no obligation to give expend or risk its own funds or to exercise, at the request or direction of any bond or surety in respect of the performance Holders, any of its the rights or powers and duties hereundervested in it by this Indenture pursuant to this Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. The Trustee shall also have no liability or responsibility for the action or inaction of DTC. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, Default (other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, default under Sections 6.1(a) or 6.1(b)) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received 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 generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultin accordance with Section 11.2.” (i) The permissive rights Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the Trustee enumerated herein shall 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 be construed as dutiessuperseded. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, the paying agent and the registrar in each of their capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (k) In no event shall the Trustee be responsible or liable for any special, punitive, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not For certain payments made pursuant to this Indenture, the paying agent may be required to give make a “reportable payment” or “withholdable payment” and in such cases the paying agent may have the duty to act as a payor or withholding agent, respectively, that is responsible for any bond or surety in respect tax withholding and reporting required under Chapters 3, 4, 24 and 61 of the performance Code. The paying agent shall have the sole right to make the determination as to which payments with respect to which it is the withholding agent are “reportable payments” or “withholdable payments” under the Code. 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 paying agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The paying agent shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the paying agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.2(l) are not provided prior to or by the time the related payment is required to be made or are determined by the paying agent to be incomplete and/or inaccurate in any respect, the paying agent shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, 24 or 61 of its powers the Code, and duties hereundershall have no obligation to gross up any such payment.

Rights of Trustee. Subject to Section 7.01: (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The In the absence of bad faith on the part of the Trustee, the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes takes, suffers or omits to take in good faith which it believes to be authorized or within its rights rights, discretion or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, counsel of its selection and the advice or opinion of such counsel or any Opinion as to matters of Counsel law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate 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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request request, order or directiondiscretion. (gh) 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 debenture or other paper or document believed by document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. If the Trustee shall determine to make such further inquiry or investigation, the Trustee shall be genuine entitled, upon reasonable notice to the Company and in good faith, to have been signed examine the books, records and premises of the Company or delivered any Subsidiary Guarantor, personally or by the proper personagent or attorney. (hi) The Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article Four. In addition, the Trustee shall not be deemed to have notice of any Default or an Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Trust Officer of the Trustee has actual knowledge thereof or unless the Trustee shall have received written notice of any event which is in fact such a default is received by the Trustee thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ CertificateCertificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, and the advice or opinion 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 to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) In no event shall the Trustee be liable to any Person for punitive damages. (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any of the Holders pursuant to the provisions of Securities this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (gi) The Trustee shall not be bound may request that the Company delivers an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to make take specified actions pursuant to this Indenture. (j) Unless otherwise specifically provided in this Indenture, any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, noticedemand, request, direction, consent, order, bond, debenture, note, other evidence direction or notice from the Company shall be sufficient if signed by one Officer of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper personCompany. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (ik) The permissive rights of the Trustee enumerated herein hereunder shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require instruction, an Officers’ Certificate' Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate' Certificate or Opinion of Counsel. The Trustee may consult at the Company's expense with counsel of its selection and the advice of that counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred on it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound obligated 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 believed by document. (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 each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by 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 make take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any payment hereunder when due if the Trustee is the Paying Agentperson authorized to sign an Officers' Certificate, unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of including any event which is person specified as so authorized in fact any such a default is received by the Trustee at the Corporate Trust Office of the Trustee, certificate previously delivered and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultnot superseded.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a1) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b2) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ CertificateCertificate or Opinion of Counsel. (c3) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e5) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereonaccordance with such advice or Opinion of Counsel. (f6) In the event the Trustee is also acting as Registrar, Paying Agent, Custodian or transfer agent pursuant to this Indenture, the rights, privileges, protections, immunities and indemnities given to the Trustee are extended to, and shall be enforceable by, the Trustee in its capacity as Registrar, Paying Agent, Custodian or transfer agent hereunder. (7) The Trustee shall 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 under no obligation signed by any person authorized to exercise sign an Officers’ Certificate, including any of the rights or powers vested person specified as so authorized in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to certificate previously delivered and not superseded; provided that the Trustee security or indemnity satisfactory may request an updated certificate pursuant to it against this clause (7) solely in the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by event that the Trustee to be genuine and to have been signed or delivered by reasonably believes that the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by last such certificate received from the Company to make any payment hereunder when due if the Trustee or currently on file is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultno longer accurate.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in on acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer's Certificate or an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer's Certificate or Opinion of Counsel or certificate of or notice from a Responsible Officer. The Trustee may consult with counsel of it selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that powers conferred upon it by this Indenture or any Security Document. The permissive right of the Trustee to do things enumerated in the Indenture or in any Security Document shall not be construed as a duty of the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice Company will be sufficient if signed by an Officer 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 without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall not be bound to make any investigation into the facts or matters stated in any resolutionenforceable by, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee in each of its capacities hereunder and in each Security Document, and each agent, custodian and other Person employed to be genuine and to have been signed or delivered by the proper personact hereunder. (h) Neither the Trustee nor the Collateral Trustee shall be responsible for and make no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee nor the Collateral Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. (i) By their acceptance of the Notes, the Holders of the Notes will be deemed to have authorized the Trustee to enter into and to perform each of the Security Documents. (j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless 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 Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesIndenture. (l) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. (an “Incumbency Certificate”). (m) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. Subject to 315(a)-(d) of the TIA: (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; PROVIDED, provided HOWEVER, that the Trustee’s 's conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion 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 to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any permissive rights of the rights or powers vested Trustee to do things enumerated in it by this Indenture at the request or direction of any of the Holders of Securities shall not be construed as a duty unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionso specified herein. (g) The Trustee shall not be bound at no time have any responsibility or liability for or with respect to make the legality, validity or enforceability of any investigation into Collateral (as defined in the facts Discount Securities Escrow Agreement) or matters stated any arrangement or agreement between the Company and any Person with respect thereto, or the perfection or priority of any security interest created in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness the Collateral (as defined in the Discount Securities Escrow Agreement) or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice maintenance of any Default such perfection and priority, or for or with respect to the sufficiency of the Collateral (as defined in the Discount Securities Escrow Agreement) following an Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on upon and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders the Trustee shall have offered to the Trustee received reasonable security or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss 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. (ki) Neither The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee nor has actual knowledge thereof or unless written notice of any Agent shall be responsible or liable for any failure or delay event, which is in fact such a default, is received by the performance Trustee at the Corporate Trust Office of its obligation under the Trustee, and such notice references the Notes and this Indenture arising out of or causedIndenture. (j) The rights, directly or indirectlyprivileges, by circumstances beyond its reasonable controlprotections, immunities and benefits given to the Trustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder. (lk) The Trustee shall 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 be required to give any bond or surety in respect of the performance of its powers and duties hereundersuperseded.

Rights of Trustee. (a) The Trustee may conclusively rely on the truth of the statements and correctness of the opinions contained in, and shall be protected in from acting or refraining from acting upon upon, any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document, 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, to the extent reasonably required by such inquiry or investigation. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate' Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee's own choosing and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counselUnless otherwise specifically provided in this Indenture, and any demand, request, direction or notice from the advice of such counsel or any Opinion of Counsel Company shall be full and complete authorization and protection in respect sufficient if signed by an Officer of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document, 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 at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers. The Trustee may consult with counselshall not have any duty to inquire as to the performance of the Issuers’, and the advice of such counsel Holdings’ 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 without negligence and in good faith and in reliance thereonNote Guarantor’s covenants herein. (f) The None of the provisions of this Indenture shall require the Trustee shall be under no obligation to exercise expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in if it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request risk or directionliability is not assured to it. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Trust Officer of the Trustee has actual knowledge thereof or unless received written notice of any event which is in fact such a default is received by the Trustee Default at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities existence of a particular Series Default or Event of Default, the Notes and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (jh) In no event shall the Trustee be responsible or liable for any special, punitive, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss 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. (ki) Neither The rights, privileges, protections, immunities and benefits given to the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of the Trustee its capacities hereunder, and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry by each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder or thereunder. (lj) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties. (k) The Trustee may request that the Issuers deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and duties hereundernot superseded. (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Officer’s Certificate. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate. (c) 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 shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trusteeattorneys or a custodian or nominee, and the Trustee shall not be responsible for any act misconduct or omission negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by any Depositaryit hereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, ; provided that the Trustee’s conduct does not constitute willful misconduct, negligence or willful misconductbad faith. (e) The Trustee may consult with counsel, and the advice of such counsel or any an 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 of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with such advice of counsel or such Opinion of Counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts performance of the Seller, Trust Depositor, Issuer or the Servicer under this Indenture or any other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness note or other paper document, but the Trustee, in its discretion, may make any further inquiry or document believed investigation into those matters that it deems appropriate, and if the Trustee determines to inquire further, it shall be entitled to examine the books, records and premises of the Issuer and the Servicer, personally or by agent or attorney; provided that any such examination shall be upon reasonable prior notice and at a time acceptable to the Issuer or the Servicer in their reasonable judgment during normal business hours; provided, further, that the Trustee shall, and shall cause its agents, to hold in confidence any and all such information, except (i) to the extent disclosure may be required by law by any regulatory authority and (ii) to the extent that the Trustee, in its reasonable judgment, may determine that such disclosure is consistent with its obligations hereunder; provided that all such persons agree in writing with the Issuer to hold such information as confidential. A Noteholder may only disclose such information obtained from the Trustee to be genuine any prospective transferee and to have been signed or delivered by such Noteholder’s and transferee’s accountants, consultants, attorneys and similar agents; provided that all such persons agree in writing with the proper personIssuer and the Trustee to hold such information as confidential. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (lg) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (h) Except as expressly provided herein or in any other Transaction Document, nothing herein shall be construed to impose an obligation on the part of the Trustee to recalculate, evaluate or verify any report, certificate or information received by it from the Issuer or Servicer or to otherwise monitor the activities of the Issuer, Servicer or any other Party. (i) In the event that the Trustee is also acting in the capacity of Custodian, Backup Servicer, Paying Agent, Note Registrar or Certificate Registrar hereunder or under the other Transaction Documents, the rights, protections, immunities and indemnities afforded the Trustee pursuant to this Article VI shall also be afforded to the Trustee in such capacities. (j) Whenever in the administration of this Indenture the Trustee shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or (ii) be required to determine the value of any Indenture Collateral or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence of bad faith on its part, rely on reports of nationally recognized accountants (which may or may not be the Independent Accountants appointed by the Issuer pursuant to Section 9.05 of the Sale and Servicing Agreement), investment bankers or other persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services. (k) Nothing herein shall be construed to impose an obligation on the part of the Trustee to recalculate, evaluate or verify or independently determine the accuracy of any report, certificate or information received from the Issuer or Servicer (unless and except to the extent otherwise expressly set forth herein). (l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture or other Transaction Document shall not be construed as a duty. (m) The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control. (n) The Trustee and Custodian shall be without liability for any damage or loss resulting from or caused by events or circumstances beyond it’s reasonable control including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Issuer or Servicer (including any Responsible Officer) in its instructions to the Trustee or Custodian; or changes in applicable law, regulation or orders. In order to comply with the USA PATRIOT Act, including Section 326 thereof, the Trustee (including in its capacity as Certificate Registrar) is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, the Issuer and each of the parties to the other Transaction Documents agrees to provide to the Trustee upon its their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with the USA PATRIOT Act.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith willful misconduct or negligence, and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities Notes unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series Notes and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitive, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless damage. (j) The permissive right of the form of actionTrustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (k) Neither the The Trustee nor any Agent shall not be responsible or liable for any failure or delay amount in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each excess of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in value of the banking industry to resume performance as soon as reasonably practicable under the circumstancesCollateral. (l) The Trustee shall have no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, written instructions or other documents in connection therewith and will not be regarded as making nor be required to give make any bond representations with respect thereto. (m) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or surety obtain any financing statements, notices, instruments, documents agreements consents or other papers as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent pursuant to the applicable Collateral Documents or (ii) enable the Collateral Agent to exercise and enforce its rights under the applicable Collateral Documents with respect to such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (i) in connection with the acts or omissions of the Company or the Parent in respect of the performance foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest. (n) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its powers capacities hereunder, and duties each agent, custodian and other Person employed to act hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.. 20 (e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require shall be entitled to receive an Officers’ CertificateCertificate and an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary Depository shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any DepositaryDepository. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any breach hereof, Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 breach, Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The Any permissive rights of right or authority granted to the Trustee enumerated herein shall not be construed as dutiesa mandatory duty. (j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. (k) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither action arising in connection with the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesIndenture. (l) The Trustee shall not be required to give any bond or surety in respect of the performance execution of the trusts and powers or otherwise in respect of the Indenture. (m) Under no circumstances shall the Trustee be liable in its powers and duties hereunderindividual capacity for the obligations evidenced by the Securities.

Rights of Trustee. Subject to Section 7.1 above: (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ Certificate' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s 's conduct does not constitute negligence or willful misconductbad faith. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by the Trustee to be genuine and to have been signed or delivered by the proper person. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) 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 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 Company, to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company. (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 4.1 and 4.3 above, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article IV. In addition, the Trustee shall not be deemed to have knowledge of any Default except (i) any Default occurring pursuant to Section 4.1, Section 4.3, Section 6.1(a) or (b) or Section 6.3(c) of this Indenture or (ii) any Default of which the Trustee shall have received written notification. (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act for it hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document (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. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateOfficer’s Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counsel, counsel 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 without negligence and in good faith willful misconduct or negligence, and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by document, but the Trustee to be genuine and to have been signed Trustee, in its discretion, may make such further inquiry or delivered by the proper personinvestigation into such facts or matters as it may see fit. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultIndenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable to any person for any special, punitive, indirect, punitiveincidental, consequential or incidental or consequential loss or damage of any kind whatsoever (including, including but not limited to, to lost profits) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless damage. (j) The permissive right of the form of actionTrustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (k) Neither the The Trustee nor any Agent shall be is not responsible or liable for any failure or delay in monitoring the performance of its obligation under this Indenture arising out other persons or for the failure of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry others to resume performance as soon as reasonably practicable under the circumstancesperform their duties. (l) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes, and upon Notes executed and delivered in exchange therefor or in place thereof. (m) The Trustee shall not be required to give any bond or surety in respect to the execution of trusts and powers under this Indenture. (n) Notwithstanding anything to the contrary set forth herein, in no event shall the Trustee or the Paying Agent be liable for interest on any money received by it (including, but not limited to, any negative interest) except as the Trustee or the Paying Agent may otherwise agree in writing with the Company. For the avoidance of doubt, the compensation, reimbursement and indemnification protections afforded to the Trustee and the Paying Agent under Section 7.7 of this Indenture shall cover any interest-related expenses incurred by the Trustee or the Paying Agent in the performance of its powers and their duties hereunder.

Rights of Trustee. (a) 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 any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the documentPerson. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer’s Certificate or an Opinion of Counsel or both conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ Certificatethe Officer’s Certificate or Opinion of Counsel. (c) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s conduct does not constitute negligence bad faith, willful misconduct or willful misconductnegligence. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel. (f) 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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionduties hereunder. (g) The Trustee shall not be bound to make ascertain or inquire as to the performance or observance of any investigation into covenants, conditions, or agreements on the facts or matters stated in any resolutionpart of the Company, certificateexcept as otherwise set forth herein, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by but the Trustee may require of the Company full information and advice as to be genuine the performance of the covenants, conditions and to have been signed or delivered by the proper personagreements contained herein. (h) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct; (i) Except for an Event of Default under Sections 6.01(1) or (2) hereof, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless 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 of any event which is in fact such a default is received by the Trustee thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture Indenture. In the absence of any such notice or actual knowledge, and states that it is except for a “notice of default.” default under Sections 6.01(1) or (i2) The permissive rights of hereof, the Trustee enumerated herein shall not be construed as dutiesmay 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, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder. (k) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, 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. (l) 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, lost profitsloss 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. (km) Neither Any request or direction of the Trustee nor any Agent Company mentioned herein shall be responsible or liable for sufficiently evidenced by an Authentication Order and any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each resolution of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesBoard of Directors may be sufficiently evidenced by a board resolution. (ln) The Trustee shall not 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, which certificate may be required updated and delivered to give the Trustee at any bond or surety time by the Company in respect of the performance of its powers and duties hereunderdiscretion.

Rights of Trustee. Subject to Section 7.01: (a1) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon 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 person. The Trustee need not investigate any fact or matter stated in the document. (b2) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.05. 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 Officers’ Certificatecertificate or opinion. (c3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositaryit. (d4) 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 willful misconduct, gross negligence or willful misconductbad faith. (e5) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to the Securities or any Opinion of Counsel this Indenture shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f6) The Trustee rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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 request or direction of any of the Holders of Securities unless such Holders shall have offered to enforceable by, the Trustee security or indemnity satisfactory in each of its capacities hereunder, and each agent, custodian and other person employed to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionact hereunder. (g7) 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 believed by document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it in its sole discretion, determines to do, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be genuine entitled to examine the books records, and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h8) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it 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 notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as dutiesIndenture. (j10) 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 suspended. (11) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact party or matter stated in the documentparties. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateCertificate or an Opinion of Counsel or both. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ CertificateCertificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary. (d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its the rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers conferred upon it by this EchoStar Exchange Notes Indenture. (e) The Trustee may consult with counselUnless otherwise specifically provided in this EchoStar Exchange Notes Indenture, and any demand, request, direction or notice from the advice Company will be sufficient if signed by an Officer 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 without negligence and in good faith and in reliance thereonthe Company. (f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this EchoStar Exchange Notes Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be 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 believed by 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 genuine entitled to examine the books, records and to have been signed premises of the Company, personally or delivered by agent or attorney at the proper personsole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed liable for any action taken, suffered, or omitted to have notice of any Default be taken by it in good faith and reasonably believed by it to be authorized or Event of Default, other than a failure within the discretion or rights or powers conferred upon it by the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of defaultEchoStar Exchange Notes Indenture.” (i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. (j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profitsloss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the EchoStar Exchange Notes and this EchoStar Exchange Notes Indenture. (k) Neither The rights, privileges, protections, immunities and benefits given to the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptionsits right to be indemnified, loss or malfunctions of utilitiesare extended to, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that and shall be enforceable by, the Trustee in each of its capacities hereunder (including, without limitation, the Trustee Collateral Agent), and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry each agent, custodian and other Person employed to resume performance as soon as reasonably practicable under the circumstancesact hereunder. (l) The Trustee shall not be required may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to give any bond or surety in respect of the performance of its powers and duties hereundertake specified actions pursuant to this EchoStar Exchange Notes Indenture.

Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting at the direction of the Companyacting, it may require an Officers’ CertificateOfficer's Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatethe Officer's Certificate or Opinion of Counsel. (c) 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 shall not be responsible for the misconduct or negligence of any agent appointed with due careattorneys or a custodian or nominee. No Depositary shall be deemed an agent of the Trustee, and the The Trustee shall not be responsible for any act misconduct or omission negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by any Depositaryit hereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith. (e) The Trustee may consult with counselcounsel of its selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise 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 request, order or direction of any of the Holders of Securities Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might that may be incurred by it in compliance with such request therein or directionthereby. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document believed document, unless properly demanded by the Holders of Notes of any Class 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 liabilities likely to be genuine and to have been signed or delivered incurred by it in the proper person. (h) The Trustee shall not be deemed to have notice making of any Default or Event of Defaultsuch investigation is, other than a failure by in the Company to make any payment hereunder when due if the Trustee is the Paying Agent, 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 opinion of the Trustee, and such notice references not reasonably assured to the Securities generally Trustee by the security afforded to it by the terms of this Indenture or the Securities of a particular Series Sale and this Indenture and states that it is a “notice of default.” (i) The permissive rights of Servicing Agreement, the Trustee enumerated herein shall not be construed may require reasonable indemnity against such cost, expense or liability as duties. (j) In no event shall a condition to so proceeding; the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage reasonable expense of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of every such loss or damage and regardless of the form of action. (k) Neither the Trustee nor any Agent examination shall be responsible or liable for any failure or delay in paid by the performance of its obligation under this Indenture arising out of or causedPerson making such request, directly or indirectlyor, if paid by circumstances beyond its reasonable controlthe Trustee, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of shall be reimbursed by the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesPerson making such request upon demand. (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.