Common use of Certain Duties and Responsibilities of the Trustee Clause in Contracts

Certain Duties and Responsibilities of the Trustee. (a) With respect to the Securities of any Series, except during the continuance of an Event of Default with respect to the Securities of such Series: (1) the 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 Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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, but shall not be under any duty to verify the contents or accuracy thereof. (b) In case an Event of Default with respect to the Securities of any Series has occurred and is continuing, the Trustee shall, with respect to Securities of such Series, exercise such of 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 man would exercise or use under the circumstances in the conduct of his own affairs.

Certain Duties and Responsibilities of the Trustee. (a) With respect to the Securities of any Series, except during the continuance of an Event of Default with respect to the Securities of such Series: (1) the 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 In entering into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Supplemental 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 entitled to examine the same benefit of every provision of the Indenture relating to determine the conduct or affecting the liability of or affording protection to the Trustee (including, without limitation, the right to be indemnified), whether or not they conform to elsewhere herein so provided. The Trustee, for itself and its successors, accepts the requirements terms of the Indenture as amended by this Supplemental Indenture, and agrees to perform the same, but only upon the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture. The Trustee shall not be under responsible in any duty to verify the contents manner whatsoever for or accuracy thereof. in respect of and makes no representations (bi) In case an Event of Default with respect as to the Securities validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, other than as to the validity of its execution and delivery by the Trustee, (ii) in respect of recitals contained herein (all of which recitals or statements are made solely by the Issuer and the Guarantors), (iii) as to the due execution hereof by the Issuer and the Guarantors, or (iv) as to the consequences of any Series has occurred and is continuing, the Trustee shall, with respect to Securities of such Series, exercise such of 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 man would exercise or use under the circumstances in the conduct of his own affairsamendment and/or waiver herein provided for.

Certain Duties and Responsibilities of the Trustee. (a) With respect to the Securities of any Series, except Except during the continuance of an Event of Default with respect to the Securities of such Series: Default, (1) the 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 Trustee; and and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case . The duties and responsibilities 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 as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to examine expend or risk its own funds or otherwise incur any financial liability in the same performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to determine whether it against such risk or liability is not reasonably assured to it. Whether or not they conform therein expressly so provided, every provision of this Indenture relating to the requirements conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Indenture, but shall not be under any duty to verify the contents or accuracy thereofSection 601. (b) In case an Event of Default with respect to the Securities of any Series has occurred and is continuing, the Trustee shall, with respect to Securities of such Series, exercise such of 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 man would exercise or use under the circumstances in the conduct of his own affairs.

Certain Duties and Responsibilities of the Trustee. (a) With respect to the Securities of any Series, except Except during the continuance of an Event of Default with respect to the Securities of such Series: Default, (1) the 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 Trustee; and and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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, but shall not be under any duty to verify the contents or accuracy thereof. (b) . In case an Event of Default with respect to the any series of Securities of any Series has occurred and is continuing, the Trustee shall, with respect to Securities of such Series, shall exercise such of the rights and powers vested in it by this IndentureIndenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

Certain Duties and Responsibilities of the Trustee. (a) With respect to the Securities of any Series, except Except during the continuance of an Event of Default with respect to the Securities of such Series: Default, (1) the 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 Trustee; and and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case . The duties and responsibilities 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 as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to examine expend or risk its own funds or otherwise incur any financial liability in the same performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity NY12534: 53599.4 satisfactory to determine whether it against such risk or liability is not reasonably assured to it. Whether or not they conform therein expressly so provided, every provision of this Indenture relating to the requirements conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Indenture, but shall not be under any duty to verify the contents or accuracy thereofSection 601. (b) In case an Event of Default with respect to the Securities of any Series has occurred and is continuing, the Trustee shall, with respect to Securities of such Series, exercise such of 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 man would exercise or use under the circumstances in the conduct of his own affairs.