Common use of Duties of Indenture Trustee Clause in Contracts

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If The Indenture Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgeremains uncured, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Agreement, 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 such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the The Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming that are specifically required to the requirements be furnished pursuant to any provision of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee Agreement shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this IndentureAgreement, to the extent provided in this Agreement. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Indenture Trustee shall notify take action as it deems appropriate to have the Noteholders instrument corrected. No provision of such instrument in the event that this Agreement shall be construed to relieve the Indenture TrusteeTrustee from liability for its own grossly negligent action, after so requestingits own gross negligent failure to act or its own misconduct, does not receive a satisfactorily corrected instrument.its grossly negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s 's own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) The Indenture Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Sale and Servicing Agreement. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee shall have actual knowledge has actual knowledgeoccurred and has not been cured or waived, the Indenture Trustee shall shall, except in those cases in which it is required by the terms of this Indenture or the Sale and Servicing Agreement to follow the direction of the Note Insurer or the Rating Agencies, exercise such of the rights and powers vested in it by this Indenture and the Sale and Servicing Agreement, 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 such person’s 's own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the The Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value receipt of the certificatesall resolutions, notes, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Indenture and conforming the Sale and Servicing Agreement, shall examine them to determine whether they conform to the requirements of this Indenture; Indenture and the Sale and Servicing Agreement, provided, however, however that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverinstrument furnished by the Issuer, the Indenture Trustee shall examine Servicer or the certificates and opinions to determine whether or not they conform to the requirements of this IndentureSeller. If any such instrument is found not to conform in any material respect to the requirements of this Indenture or the Sale and Servicing Agreement, the Indenture Trustee shall notify the Noteholders of such Note Insurer and request written instructions as to the action the Note Insurer deems appropriate to have the instrument in corrected, and if the event that instrument is not so corrected, the Indenture TrusteeTrustee will provide notice thereof to the Note Insurer who shall then direct the Indenture Trustee as to the action, after so requestingif any, does not receive a satisfactorily corrected instrument.to be taken. No provision of this Agreement shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s Person's own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to conform in any material respect to act or its own willful misconduct, except that: (i) this paragraph does not limit the requirements effect of paragraph (b) of this Agreement, Section 6.1; (ii) the Indenture Trustee shall notify the Noteholders not be liable for any error of such instrument judgment made in the event good faith by a Responsible Officer unless it is proved that the Indenture TrusteeTrustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), after so requesting(b), does (c) and (g) of this Section 6.1. (e) The Indenture Trustee shall not receive be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a satisfactorily corrected instrument.Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of this Indenture. SECTION 6.2

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance occurrence of an Event of Default or after the curing of any Event of Default which a Responsible Officer of the Indenture Trustee has actual knowledgemay have occurred, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the related Supplement. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee. In , at the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth written direction of the statements Global Requisite Majority, shall exercise such of the rights and powers vested in it by this Indenture and the correctness related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the opinions expressed thereincircumstances in the conduct of such Person’s own affairs. The Indenture Trustee, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee shall examine the certificates and opinions from liability for its own grossly negligent action, its own grossly negligent failure to determine whether act or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreementits own willful misconduct; provided, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trusteehowever, after so requesting, does not receive a satisfactorily corrected instrument.that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance occurrence of an Event of Default with respect to any Series or after the cure or waiver of any Event of Default with respect to any Series which a Responsible Officer of the Indenture Trustee has actual knowledgemay have occurred, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied covenants or obligations duties shall be read into this Indenture against inferred or implied. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee. In , at the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth written direction of the statements Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the correctness related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the opinions expressed thereincircumstances in the conduct of such Person’s own affairs. The Indenture Trustee, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for investigating or re-calculating, evaluating, certifying, verifying or independently determining the accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee shall examine the certificates and opinions from liability for its own negligent action, its own negligent failure to determine whether act or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreementits own willful misconduct; provided, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trusteehowever, after so requesting, does not receive a satisfactorily corrected instrument.that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance occurrence of an Event of Default with respect to any Series or after the cure or waiver of any Event of Default with respect to any Series which a Responsible Officer of the Indenture Trustee has actual knowledgemay have occurred, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied covenants or obligations duties shall be read into this Indenture against inferred or implied. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee. In , at the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth written direction of the statements Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the correctness related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the opinions expressed thereincircumstances in the conduct of such Person’s own affairs. The Indenture Trustee, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee shall examine the certificates and opinions from liability for its own negligent action, its own negligent failure to determine whether act or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreementits own willful misconduct; provided, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trusteehowever, after so requesting, does not receive a satisfactorily corrected instrument.that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.. 36 (2021-B Indenture)

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance occurrence of an Event of Default or after the cure or waiver of any Event of Default which a Responsible Officer of the Indenture Trustee has actual knowledgemay have occurred, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied covenants or obligations duties shall be read into this Indenture against inferred or implied. If an Event of Default has occurred and is continuing, the Indenture Trustee. In , at the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth written direction of the statements Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the correctness related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the opinions expressed thereincircumstances in the conduct of such Person’s own affairs. The Indenture Trustee, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for investigating or re-calculating, evaluating, certifying, verifying or independently determining the accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee shall examine from liability for its own grossly negligent action, (or in the certificates and opinions to determine whether or not they conform to the requirements case of this Indenture. If any such instrument is found not to conform in any material respect to the requirements handling of this Agreement, funds actually received by the Indenture Trustee shall notify or giving of notices in accordance with the Noteholders of such instrument in the event that the Indenture Trusteeterms hereof, after so requestingnegligent action) its own grossly negligent failure to act or its own willful misconduct; provided, does not receive a satisfactorily corrected instrument.however, that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. 39 (2013-C Indenture) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) The Indenture Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge and after the curing of all such Events of Default that may have occurred, undertakes to perform such duties and obligations and only such duties and obligations as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s 's own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the The Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they conform to the requirements of this Indenture; providedPROVIDED, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished by the Indenture Trustee shall examine Servicer or the certificates and opinions to determine whether or not they conform to the requirements of this IndentureIssuer hereunder. If any such instrument is found not to conform in any material respect to the requirements of this AgreementIndenture, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. 39 (2013-B Indenture) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s 's own affairs. .Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default: the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture. The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; provided, however, that the Indenture Trustee shall not be responsible liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it hereunder. Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.01. The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture, the Sale Agreement, the Servicing Agreement or the Administration Agreement. No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.01 and to the provisions of the TIA. In the event that the Indenture Trustee is also acting as Paying Agent or Transition Bond Registrar hereunder, the protections of this Article VI shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Transition Bond Registrar. Except for the accuracy or content express duties of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverthe Indenture Trustee with respect to the administrative functions set forth in the Basic Documents, the Indenture Trustee shall examine have no obligation to administer, service or collect Transition Property or to maintain, monitor or otherwise supervise the certificates and opinions to determine whether administration, servicing or not they conform to collection of the requirements Transition Property. Under no circumstance shall the Indenture Trustee be liable for any indebtedness of this Indenturethe Issuer, the Servicer or the Seller evidenced by or arising under the Transition Bonds or the Basic Documents. If any such instrument is found not to conform in any material respect to the requirements On or before [_________] of this Agreementeach fiscal year ending December 31, the Indenture Trustee shall notify (i) deliver to the Noteholders Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of such instrument in the event that the Indenture Trustee) regarding the Indenture Trustee's assessment of compliance, after so requestingduring the immediately preceding fiscal year ending December 31, does not receive with each of the applicable servicing criteria specified on Exhibit E hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a satisfactorily corrected instrumentreport of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to clause (i).

Duties of Indenture Trustee. (a) If an The Indenture Trustee, prior to the occurrence of a Master Servicer Event of Default has occurred and is continuing after the curing of all Master Servicer Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Responsible Officer Master Servicer Event of the Indenture Trustee has actual knowledgeDefault, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture Agreement, 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 such person’s 's own affairs. Except during the continuance of an Event of Default of which a Responsible Officer Any permissive right of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth enumerated in this Indenture and no implied covenants or obligations Agreement shall not be read into this Indenture against the construed as a duty. The Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provision of this Indenture; providedAgreement, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions them to determine whether or not they conform to the requirements of this IndentureAgreement. If any such instrument is found not to conform in any material respect to the requirements of this AgreementAgreement in a material manner, the Indenture Trustee shall notify take such action as it deems appropriate to have the Noteholders of such instrument in corrected, and if the event that instrument is not corrected to the Indenture Trustee's satisfaction, after so requestingthe Indenture Trustee will provide notice thereof to the Noteholders. No provision of this Agreement shall be construed to relieve the Indenture Trustee from liability for its own negligent action, does not receive a satisfactorily corrected instrument.its own negligent failure to act or its own misconduct; provided, however, that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. (2010-B Indenture) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In the 42 (2014-B Indenture) absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default --------------------------- has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s 's own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the -------- ------- Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s Person's own affairs. (b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and 32 38 (ii) in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they reasonable conform to the requirements of this Indenture. If any such instrument is found (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to conform in any material respect to act or its own willful misconduct, except that: (i) this paragraph 6.1(c) does not limit the requirements effect of paragraph (b) of this Agreement, Section 6.1; (ii) the Indenture Trustee shall notify the Noteholders not be liable for any error of such instrument judgment made in the event good faith by a Responsible Officer unless it is proved by a court of competent jurisdiction that the Indenture TrusteeTrustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), after so requesting(b), does (c) and (g) of this Section 6.1. (e) The Indenture Trustee shall not receive be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (1) a satisfactorily corrected instrument.Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to and actually received by the Indenture Trustee in accordance with the provisions of this Indenture. SECTION 6.2

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance occurrence of an Event of Default with respect to any Series or after the curing of any Event of Default with respect to any Series which a Responsible Officer of the Indenture Trustee has actual knowledgemay have occurred, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the related Supplement. If an Event of Default with respect to any Series has occurred and is continuing, the Indenture Trustee. In , at the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth direction of the statements Control Party of the related Series, shall exercise such of the rights and powers vested in it by this Indenture and the correctness related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the opinions expressed thereincircumstances in the conduct of such Person's own affairs. The Indenture Trustee, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are in the form required by this Indenture and any applicable Supplement; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee shall examine the certificates and opinions from liability for its own negligent action, its own negligent failure to determine whether act or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreementits own willful misconduct; PROVIDED, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture TrusteeHOWEVER, after so requesting, does not receive a satisfactorily corrected instrument.that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of The Indenture Trustee, prior to the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s own affairs. Except during the continuance occurrence of an Event of Default or after the cure or waiver of any Event of Default which a Responsible Officer of the Indenture Trustee has actual knowledgemay have occurred, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the related Supplement and no implied covenants or obligations duties shall be read into this Indenture against inferred or implied. If an Event of Default has occurred and is continuing, the Indenture Trustee. In , at the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth written direction of the statements Requisite Global Majority, shall exercise such of the rights and powers vested in it by this Indenture and the correctness related Supplement, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the opinions expressed thereincircumstances in the conduct of such Person’s own affairs. The Indenture Trustee, upon the face value receipt of the all resolutions, certificates, statements, opinions, reports, resolutions, documents, orders, opinions orders or other instruments furnished to the Indenture Trustee and conforming which are specifically required to the requirements be furnished pursuant to any provisions of this IndentureIndenture and any applicable Supplement, shall determine whether they are substantially in the form required by this Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be responsible for investigating or re-calculating, evaluating, certifying, verifying or independently determining the accuracy or content (including mathematical calculations) of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, instrument furnished pursuant to this Indenture and any applicable Supplement. No provision of this Indenture or any Supplement shall be construed to relieve the Indenture Trustee shall examine the certificates and opinions from liability for its own negligent action, its own negligent failure to determine whether act or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreementits own willful misconduct; provided, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trusteehowever, after so requesting, does not receive a satisfactorily corrected instrument.that:

Duties of Indenture Trustee. (a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledgecontinuing, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 such person’s 's own affairs. Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, Default: the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. In ; and in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, certificates or opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture. The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that: this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01; provided, however, that the Indenture Trustee shall not be responsible liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it hereunder. Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.01. The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture, the Sale Agreement, the Servicing Agreement or the Administration Agreement. No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.01 and to the provisions of the TIA. In the event that the Indenture Trustee is also acting as Paying Agent or Transition Bond Registrar hereunder, the protections of this Article VI shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Transition Bond Registrar. Except for the accuracy or content express duties of any such resolution, certificate, statement, opinion, report, document, order or other instrument; howeverthe Indenture Trustee with respect to the administrative functions set forth in the Basic Documents, the Indenture Trustee shall examine have no obligation to administer, service or collect Transition Property or to maintain, monitor or otherwise supervise the certificates and opinions to determine whether administration, servicing or not they conform to collection of the requirements Transition Property. Under no circumstance shall the Indenture Trustee be liable for any indebtedness of this Indenturethe Issuer, the Servicer or the Seller evidenced by or arising under the Transition Bonds or the Basic Documents. If any such instrument is found not to conform in any material respect to the requirements On or before March 31 of this Agreementeach fiscal year ending December 31, the Indenture Trustee shall notify (i) deliver to the Noteholders Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of such instrument in the event that the Indenture Trustee) regarding the Indenture Trustee's assessment of compliance, after so requestingduring the immediately preceding fiscal year ending December 31, does not receive with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a satisfactorily corrected instrumentreport of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to clause (i).