Common use of Duties and Responsibilities of Trustee Clause in Contracts

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to of which a Responsible Officer of the Securities of that series Trustee has actual knowledge and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case an Event of Default with respect to has occurred, of which a Responsible Officer of the Securities of any series Trustee has occurred (which actual knowledge, that has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. Prior to the occurrence of ; provided that if an Event of Default with respect to the Securities occurs and is continuing of which a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part Responsible Officer of the TrusteeTrustee has actual knowledge, the Trustee may conclusively rely, as will be under no obligation to the truth exercise any of the statements and rights or powers under this Indenture at the correctness request or direction of any of the opinions expressed therein, upon any certificates or opinions furnished Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against the costs, expenses and conforming to the requirements of this Indenture; but, liabilities that might be incurred by it in the case of any compliance with such certificates request or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenturedirection. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in conferred on it by this Indenture with respect to that series and use solely at the same degree discretion of care and skill in their exercisethe Administrative Determination Holder(s), as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Prior prior to the occurrence of Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders (who shall be presumed to act for the Required Holders unless and until the Trustee receives written notice from the Required Holders that they object to an action proposed to be taken by the Administrative Determination Holder(s), prior to the Braidwell Disposition Date, the Braidwell Holders, and prior to the Deerfield Disposition Date, the Deerfield Holders ) or the Required Holders; provided that if an Event of Default with respect to the Securities of a series, occurs and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trusteeis continuing, the Trustee may conclusively rely, as will be under no obligation to the truth exercise any of the statements and rights or powers under this Indenture at the correctness request or direction of any of the opinions expressed thereinHolders unless such Holders have offered (and, upon any certificates or opinions furnished if requested, provided) to the Trustee and conforming indemnity or security satisfactory to the requirements of this Indenture; butit against any loss, liability or expense that might be incurred by it in the case of any compliance with such certificates request or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenturedirection. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that a particular series and after the curing of all Events of Default of such series which may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case an Event of Default with respect to the Securities of any a particular series has occurred (which has not been cured or waived), cured) the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 45 38 (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, particular series and after the curing or waiving of all Events of Default with respect to that such series which may have occurred occurred: (1) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No provision of this Indenture shall be construed to relieve as requiring the Trustee from liability for to expend or risk its own negligent actionfunds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its own negligent failure rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to act or its own willful misconduct, except that:it. SECTION 7.02.

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to of which a Responsible Officer of the Securities of that series Trustee has written notice or actual knowledge and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (and is continuing of which a Responsible Officer of the Trustee has not been cured written notice or waived)actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided) to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision Indenture (but need not confirm or investigate the accuracy of this Indenture any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be construed to relieve proved that the Trustee from liability for its own was grossly negligent action, its own negligent failure in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to act any action taken or its own willful misconduct, except that:omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. Prior to the occurrence of ; provided that if an Event of Default with respect to the Securities of a series, occurs and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trusteeis continuing, the Trustee may conclusively rely, as will be under no obligation to the truth exercise any of the statements and rights or powers under this Indenture at the correctness request or direction of any of the opinions expressed therein, upon any certificates or opinions furnished Holders unless such Holders have offered to the Trustee and conforming indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction; provided further that, notwithstanding anything to the requirements of contrary in this Indenture; butArticle 7, in the case event an Event of any Default specified in Section 6.01(f), Section 6.01(k), Section 6.01(l), Section 6.01(m) or Section 6.01(n) has occurred and is continuing, the Trustee shall exercise such certificates or opinions which of the rights and powers vested in it by any provision hereof are specifically required to be furnished this Indenture, and use the same degree of care and skill in its exercise, solely to the Trusteeextent directed by the Required Holders; provided further that the Trustee shall not exercise any right or remedy (or direct the Notes Collateral Agent to exercise any right or remedy) requiring the written instructions of the Required Holders under Sections 6, 7, 8 and 9 of the Notes Security Agreement unless so directed by the Required Holders. Prior to taking any action hereunder at the Company’s instruction, the Trustee shall be under a duty entitled to examine indemnification by the same Company satisfactory to determine whether the Trustee against any loss, liability or expense caused by taking or not they conform to the requirements of this Indenturetaking such action. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to ---------------------------------------- the Holders holders of any series of Securities Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series Debentures and after the curing or waiving of all Events of Default which may have occurred occurred, with respect to the Securities of that seriesDebentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:: (a) prior to the occurrence of an Event of Default with respect to Debentures and after the curing or waiving of all Events of Default which may have occurred (1) the duties and obligations of the Trustee with respect to Debentures shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of

Duties and Responsibilities of Trustee. With respect to the Holders holders of any series of Securities Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of a Default with respect to the Securities of that series Debentures and after the curing or waiving of all Events of Default Defaults which may have occurred occurred, with respect to the Securities of that seriesDebentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of a Default with respect to the Securities of any series Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of a Default with respect to the Securities of a series, Debentures and after the curing or waiving of all Events of Default with respect to that series Defaults which may have occurred (1) the duties and obligations of the Trustee with respect to Debentures shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to the Debentures as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:;

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that a particular series and after the curing or waiving of all Events of Default of such series which may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties with respect to such series as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith faith, negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). No provision of this Indenture 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 construed entitled to relieve examine the Trustee from 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 for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:additional liability of any kind by reason of such inquiry or investigation.

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision Indenture (but need not confirm or investigate the accuracy of this Indenture any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be construed to relieve proved that the Trustee from liability for its own was grossly negligent action, its own negligent failure in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to act any action taken or its own willful misconduct, except that:omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a

Duties and Responsibilities of Trustee. With respect regard to the Holders holders of any series of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an any Event of Default with respect to the Debt Securities of that such series or non-compliance with a covenant or other agreement with respect to the Debt Securities of such series with respect to which the Trustee shall have been given notice of such non-compliance by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding, and after the curing or waiving of all Events of Default and such non-compliances which may have occurred with respect to the Securities of that such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case an Event of Default with respect to the Debt Securities of any a series has occurred (which has not been cured or waived) or a non-compliance with a covenant or other agreement with respect to the Debt Securities of a series has occurred (which has not been cured or waived), with respect to which non-compliance the Trustee shall have been given notice by the holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series such series, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to of which a Responsible Officer of the Securities of that series Trustee has written notice or actual knowledge and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (and is continuing of which a Responsible Officer of the Trustee has not been cured written notice or waived)actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided) to the Trustee indemnity or security satisfactory to it against any 33 loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to of which a Responsible Officer of the Securities of a series, Trustee has written notice or actual knowledge and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No ; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be construed subject to relieve the provisions of this Section; (e) the Trustee from liability for its own negligent actionshall not be liable in respect of any payment (as to the correctness of amount, its own negligent failure entitlement to act receive or its own willful misconduct, except that:any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; 34

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered (and, if requested, provided) to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need 39 not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No ; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be construed subject to relieve the provisions of this Section; (e) the Trustee from liability for shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; (f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its own negligent action, its own negligent failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event; (g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its own willful misconductmaturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, except that:and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; (h) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent; and (i) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. 40

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, 44 claim, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively relymay, as to the truth of the statements and the correctness of the opinions expressed therein, conclusively rely upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No ; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be construed subject to relieve the provisions of this Section 7.01; (e) the Trustee from liability for its own negligent actionshall not be liable in respect of any payment (as to the correctness of amount, its own negligent failure entitlement to act receive or its own willful misconduct, except that:any other matters relating to payment) or notice effected by the

Duties and Responsibilities of Trustee. With respect to the Holders holders of any series of Securities Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series Debentures and after the curing or waiving of all Events of Default which may have occurred occurred, with respect to the Securities of that seriesDebentures, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series Debentures has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:: PRIOR TO THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO DEBENTURES --------------------------------------------------------------------------- AND AFTER THE CURING OR WAIVING OF ALL EVENTS OF DEFAULT WHICH MAY HAVE OCCURRED -------------------------------------------------------------------------------- THE DUTIES AND OBLIGATIONS OF THE TRUSTEE WITH RESPECT TO DEBENTURES SHALL BE DETERMINED SOLELY BY THE EXPRESS PROVISIONS OF THIS INDENTURE, AND THE TRUSTEE SHALL NOT BE LIABLE EXCEPT FOR THE PERFORMANCE OF SUCH DUTIES AND OBLIGATIONS WITH RESPECT TO THE DEBENTURES AS ARE SPECIFICALLY SET FORTH IN THIS INDENTURE, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ INTO THIS INDENTURE AGAINST THE TRUSTEE, AND IN THE ABSENCE OF BAD FAITH ON THE PART OF THE TRUSTEE, THE TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON ANY CERTIFICATES OR OPINIONS FURNISHED TO THE TRUSTEE AND CONFORMING TO THE REQUIREMENTS OF THIS INDENTURE; BUT, IN THE CASE OF ANY SUCH CERTIFICATES OR OPINIONS WHICH BY ANY PROVISION HEREOF ARE SPECIFICALLY REQUIRED TO BE FURNISHED TO THE TRUSTEE, THE TRUSTEE SHALL BE UNDER A DUTY TO EXAMINE THE SAME TO DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS OF THIS INDENTURE; THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT MADE IN GOOD --------------------------------------------------------------------------- FAITH BY A RESPONSIBLE OFFICER OR OFFICERS OF THE TRUSTEE, UNLESS IT SHALL BE -------------------------------------------------------------------------------- PROVED THAT THE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS; AND -------------------------------------------------------------------------------- THE TRUSTEE SHALL NOT BE LIABLE WITH RESPECT TO ANY ACTION TAKEN OR OMITTED --------------------------------------------------------------------------- TO BE TAKEN BY IT IN GOOD FAITH, IN ACCORDANCE WITH THE DIRECTION OF THE -------------------------------------------------------------------------------- SECURITYHOLDERS PURSUANT TO SECTION 5.7, RELATING TO THE TIME, METHOD AND PLACE -------------------------------------------------------------------------------- OF CONDUCTING ANY PROCEEDING FOR ANY REMEDY AVAILABLE TO THE TRUSTEE, OR -------------------------------------------------------------------------------- EXERCISING ANY TRUST OR POWER CONFERRED UPON THE TRUSTEE, UNDER THIS INDENTURE. -------------------------------------------------------------------------------- None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is ground for believing that the repayment of such funds or liability is not assured to it under the terms of this Indenture or indemnity satisfactory to the Trustee against such risk is not reasonably assured to it.

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No ; whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be construed subject to relieve the provisions of this Section; the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event; in the absence of written investment direction from liability the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own negligent action, funds or otherwise incur personal financial liability in the performance of any of its own negligent failure to act duties or in the exercise of any of its own willful misconduct, except that:rights or powers.

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of or this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to 38 the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 [Company-Owned Notes Disregarded] relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No ; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be construed subject to relieve the provisions of this Section; (e) the Trustee from liability for shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; (f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its own negligent action, its own negligent failure to act or its own willful misconduct, except that:39

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:such

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision Indenture (but need not confirm or investigate the accuracy of this Indenture any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be construed to relieve proved that the Trustee from liability for its own was grossly negligent action, its own negligent failure to act or its own willful misconduct, except that:in ascertaining the pertinent facts; 41

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiver of all Events of Default which that may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case the event an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived)and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it in its reasonable discretion against any loss, liability or expense that might be incurred by it in compliance with such request or direction. Prior 37 No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No ; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be construed subject to relieve the provisions of this Section; (e) the Trustee from liability for shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; (f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its own negligent action, its own negligent failure to receive such notice as reason to act or its own willful misconductas if no such event occurred, except that:unless a Responsible Officer of the Trustee had actual knowledge of such event; (g) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event 38

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing of all a Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing of all Events of Default which may have occurred with respect to the Securities of that series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read 52 44 into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred and in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

Duties and Responsibilities of Trustee. With respect to the Holders holders of any series of Securities the Notes issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of that series and after the curing or waiving of all Events of Default which may have occurred with respect to the Securities of that seriesoccurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations with respect to such series shall be read into this Indenture against the TrusteeIndenture. In case an Event of Default with respect to the Securities of any series has occurred (which has not been cured or waived), ) the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to that series Indenture, and use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. Prior No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to the Securities of a series, and after the curing or waiving of all Events of Default with respect to that series which may have occurred occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith, in accordance with the direction of the Noteholders pursuant to Section 5.07, relating to the time, 20 25 method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No provision None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it. Every portion of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be construed subject to relieve the Trustee from liability for its own negligent action, its own negligent failure provisions of this Article VI and to act or its own willful misconduct, except that:the provisions of the Trust Indenture Act of 1939. SECTION 6.02.