Common use of Trustee’s Disclaimer Clause in Contracts

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible or liable for noncompliance by the Issuer or the Depositary. The Trustee also shall not be responsible or liable for any failure of the Issuer or any other party to make comply with any calculation securities laws, including, without limitation, the Securities Act, that may be caused by or result from the failure of the Issuer to comply with respect the requirements of the Indenture or the failure of the Depositary to comply with any matter under request related to this Indenture. The Trustee shall not have no any obligation or duty to monitor monitor, determine or investigate the Company’s inquire as to compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of restrictions on transfer imposed under this Indenture shall be deemed or under applicable law with respect to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain transfer of any interest in property any Note (including any transfers between or exercise any interest in propertyamong the depositary participants, members or exercise any right, power, duty or obligation conferred or imposed on it beneficial owners in any jurisdiction in which it shall be illegalGlobal Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, or in which, as a result thereofand to do so if and when expressly required by, the Trustee shall become subject terms of this Indenture, and to taxation or other consequents that, in examine the sole determination of same to determine substantial compliance as to form with the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationexpress requirements hereof.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall will not be responsible for the existence, genuineness or value of any of the Collateral, for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to make any calculation with respect act on its part hereunder, except to any matter under this Indenture. The Trustee shall have no duty to monitor the extent such action or investigate the Company’s compliance with omission constitutes gross negligence, bad faith or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company or the Pledgor to the TrusteeCollateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee hereby disclaims any representation or warranty to the present and future holders of the Secured Obligations concerning the perfection of the Liens granted hereunder or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each value of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party Collateral. For purposes of the two preceding sentences, the terms “Collateral,” “Liens,” “Pledgor” and “Secured Obligations” shall have the meanings ascribed to disclose events that may have occurred and may affect such terms in the significance or accuracy of such informationCollateral Trust Agreement.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Conversion Agent shall have any duty to determine when an adjustment under this Article 11 should be responsible for made, how it should be made or what such adjustment should be, but the Trustee and the Conversion Agent may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 11.09 hereof and the Company agrees to deliver such Officers’ Certificate to the Trustee and the Conversion Agent promptly after the occurrence of any such adjustment. Neither the Trustee nor the Conversion Agent shall be accountable with respect to, and makes no representation as to to, the validity, sufficiency validity or adequacy value of this Indenture any securities or the assets issued upon conversion of Notes, it and neither the Trustee nor the Conversion Agent shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application failure by the Company to comply with any provisions of this Article 11. Neither the Trustee nor the Conversion Agent shall be under any responsibility to determine the correctness of any money received by provisions contained in any Paying Agent other than supplemental indenture executed pursuant to Section 11.11, but may accept as conclusive evidence of the Trusteecorrectness thereof, and it will shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 11.11 hereof. The Trustee and the Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to either calculate the Conversion Price or determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate with respect to the same. Neither the Trustee nor the Conversion Agent shall be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale failure of the Notes Company to make any cash payment or pursuant to this Indenture issue, transfer or deliver any shares of Common Stock or stock or share certificates or other than its certificate securities or property upon the surrender of authentication. The any Note for the purpose of conversion; and the Trustee and the Conversion Agent shall not be responsible to make or liable for any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination failure of the Trustee, are adverse Company to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance comply with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or covenants of the Company contained in this Article. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any failure event contemplated by it or Section 11.01 has occurred which makes the Securities eligible for conversion until the Company has delivered to the Trustee and the Conversion Agent an Officers’ Certificate stating that such event has occurred, on which certificate the Trustee and any other party the Conversion Agent may conclusively rely, and the Company agrees to disclose events that may have occurred deliver such Officers’ Certificate to the Trustee and may affect the significance or accuracy Conversion Agent promptly after the occurrence of any such informationevent.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose The Trustee does not assume any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for any failure or delay in performance or any breach by the accuracy or completeness of the information concerning it or its affiliates Issuer or any other party Grantor under this Indenture, any Intercreditor Agreements and the Security Documents. The Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture, the Offering Memorandum Security Documents, any Intercreditor Agreements or any certificate, report, statement, or other document referred to or provided for in, or received by the Trustee under or in connection with, this Indenture, any Intercreditor Agreements or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of any Intercreditor Agreements and any Security Documents of any other party thereto; the related documents genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred perform its Obligations under this Indenture, any Intercreditor Agreements and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall will not be responsible for the existence, genuineness or value of any of the Collateral, for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to make act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any calculation with respect agreement or assignment contained therein, for the validity of the title of the Company or the Pledgor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee hereby disclaims any matter under this Indenturerepresentation or warranty to the present and future holders of the Secured Obligations concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral. For purposes of the two preceding sentences, the terms “Collateral,” “Liens,” “Pledgor” and “Secured Obligations” shall have the meanings ascribed to such terms in the CSAA. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure Security Documents by it the Company or any other Person that is a party to disclose events that may have occurred and may affect thereto or bound thereby. The Trustee shall not be responsible for the significance preparation, correctness, filing, re-filing, recording or accuracy re-recording of such informationany security documents or instruments, including UCC financing statements or continuation statements in any public office at any time or times or otherwise perfecting or maintaining the perfection of any lien or security interest in any of the Collateral.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Guarantees or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to sale of the Company or upon the Company’s direction under any provision of this IndentureNotes, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Trustee or any money paid to the Issuer pursuant to the terms of this Indenture and it will shall not be responsible for any statement of the Issuer in this Indenture or recital herein or in any statement in the Notes or any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible bound to make ascertain or inquire as to the performance, observance, or breach of any calculation with respect to covenants, conditions, representations, warranties or agreements on the part of the Issuer or any matter under this IndentureGuarantor. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Guarantees. The Trustee shall have no duty obligation to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, pursue any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent action that is not in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The TrusteeTrustee shall have no obligation to independently determine or verify if any Change of Control, in each of its capacitiesAsset Disposition, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in event has occurred or if a Change of Control Offer or Asset Disposition Offer is required to be made, or notify the Offering Memorandum Holders of any such event. The Trustee shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of any event dependent upon the rating of the related documents Notes, or for if the rating on the Notes has been changed, suspended or withdrawn by any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationRating Agency.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture Indenture, the Notes or the NotesCollateral Agreements, and it shall not be accountable for the Company’s ’ use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Collateral Agreements or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible to make any calculation with respect to any matter Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture. The Indenture and the Collateral Agreements, the Trustee shall have no duty as to monitor any Collateral in its possession or investigate control or in the Company’s compliance with possession or the breach of, control of any agent or cause bailee or any income thereon or as to be performed preservation of rights against prior parties or observed, any representation, warranty or covenant made in this Indentureother rights pertaining thereto. No provision of this Indenture The Trustee shall be deemed to impose have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any duty of the Collateral or obligation as to the security afforded or intended to be afforded thereby, hereby or by any Collateral Agreement, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the TrusteeCollateral, for insuring the Collateral or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy payment of taxes, charges, assessments or completeness Liens upon the Collateral or otherwise as to the maintenance of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Senior Secured Notes, it shall not be accountable for the Company’s Issuer's use of the proceeds from the Senior Secured Notes or any money paid to the Company Issuer or upon the Company’s Issuer's direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Security Documents, the Senior Secured Notes or any other document in connection with the sale of the Senior Secured Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach ofSecurity Document, or cause for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be performed created by any of the Security Documents, whether impaired by operation of law or observedby reason of any action or omission to act on its part hereunder, any representation, warranty except to the extent such action or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty omission constitutes gross negligence or obligation willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity of the title of the Issuer to the TrusteeCollateral, for insuring the Collateral or in which for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. References to the Trustee in this Section 6.04 shall be unqualified or incompetent include the Trustee in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, role as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationa Collateral Agent.

Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the Company and not of the Trustee will not be responsible and the Trustee or any Authenticating Agent assumes no responsibility for and the correctness of the same. Neither the Trustee nor any of its agents (a) makes no any representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it Securities and (b) shall not be accountable for the Company’s use or application of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this IndentureSecurities. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination reasonable opinion of the TrusteeTrustee based on legal advice received from qualified legal counsel in the relevant jurisdiction, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, Notes it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, Indenture it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Trustee and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee does not assume any responsibility for any failure or delay in performance or any breach by the Issuer or any Guarantor under this Indenture, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, any Acceptable Intercreditor Agreement and the Security Documents. The Trustee shall not be responsible to make the Holders or any calculation with respect to other Person for any matter under this Indenture. The Trustee shall have no duty to monitor recitals, statements, information, representations or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made warranties contained in this Indenture. No provision of this Indenture shall be deemed , the Security Documents, the Intercreditor Agreements or in any certificate, report, statement, or other document referred to impose any duty or obligation on provided for in, or received by the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, under or in whichconnection with, as a result thereofthis Indenture, the Trustee shall become subject to taxation First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, any Acceptable Intercreditor Agreement or other consequents thatany Security Document; the execution, in the sole determination validity, genuineness, effectiveness or enforceability of the TrusteeFirst Lien Intercreditor Agreement, are adverse to the TrusteeABL Intercreditor Agreement or any Acceptable Intercreditor Agreement, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform and any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each Security Documents of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in thereto; the Offering Memorandum genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the related documents validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred perform its Obligations under this Indenture, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, any Acceptable Intercreditor Agreement and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction of the Company under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s Issuers’ compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to service of process, taxation or other consequents consequences that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this IndentureNotes, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Trustee and it will shall not be responsible for any statement of the Company in this Indenture or recital herein or in any statement in the Notes or any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse to the Trustee, Registrar or in which the Trustee any Paying Agent shall be unqualified or incompetent in accordance with applicable law, to perform liable for any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for failure on the accuracy or completeness part of the information concerning it or its affiliates or CSK to effectuate any other party contained in the Offering Memorandum or any of the related documents Global Note or for any failure on the part of the CSK to do so in a timely manner, unless it shall be proved that the Trustee, Registrar or Paying Agent was negligent in instructing the CSK to effectuate any such Global Note in accordance with the applicable provision hereof; provided, that the Trustee, Registrar or Paying Agent shall not be deemed to have acted with negligence if it shall have given such instructions in the manner and by the time prescribed by the CSK, provided further that in the absence of any such prescribed manner or timing, the Trustee, Registrar or Paying Agent shall be entitled to give, and shall incur no liability hereunder if it shall give, such instructions by facsimile transmission (without any requirement for telephonic confirmation) to a telephone number provided by the CSK for such purpose or any other party by email to disclose events that may an email address provided by the CSK for such purpose and shall be protected in giving and shall incur no liability hereunder in giving such instructions no later than one Business Day after the applicable Global Note shall have occurred and may affect been delivered to the significance or accuracy of such informationRegistrar for authentication.

Trustee’s Disclaimer. The Trustee will and any Conversion Agent shall not at any time be responsible for and makes no representation as under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the validitynature or extent or calculation of any such adjustment when made, sufficiency or adequacy of this Indenture with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the Notes, it same. The Trustee and any Conversion Agent shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid with respect to the Company validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application conversion of any money received by Note; and the Trustee and any Paying Conversion Agent other than make no representations with respect thereto. Neither the Trustee, and it will not Trustee nor any Conversion Agent shall be responsible for any statement failure of the Company to issue, transfer or recital herein deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any statement Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.3 of the Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 8.01(b) has occurred that makes the Notes eligible for conversion or any other document no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation Section 8.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent promptly after the occurrence of any matter under this Indenture. The Trustee shall have no duty to monitor such event or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture at such other times as shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest provided for in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSection 8.01(b).

Trustee’s Disclaimer. The Neither the Trustee will not nor the Notes Collateral Agent shall be responsible for for, and neither the Trustee nor the Notes Collateral Agent makes no any representation as to the validity, sufficiency validity or adequacy of this Secured Indenture or the Secured Notes, it nor shall not either be accountable for the CompanyIssuer’s use of the proceeds from the Secured Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Secured Indenture, it will . The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Secured Notes or any other document in connection with the sale of the Secured Notes or pursuant to this Secured Indenture other than its certificate of authentication. The Neither the Trustee nor the Notes Collateral Agent shall not be responsible to make for making any calculation with respect to any matter under this Secured Indenture. The Neither the Trustee nor the Notes Collateral Agent shall have no any duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee or the Notes Collateral Agent, made in this Secured Indenture. No provision Neither the Trustee nor the Notes Collateral Agent shall be responsible for, or make a representation as to the existence, genuineness, value or protection of, any Collateral, for the legality, effectiveness or sufficiency of this Indenture any Security Document or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Secured Notes. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. By their acceptance of the Secured Notes, the holders of the Secured Notes will be deemed to impose any duty or obligation on have authorized the Trustee Notes Collateral Agent to enter into and to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination each of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacitiesSecurity Documents, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy any amendments or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure supplements thereto permitted by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationthis Secured Indenture.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture Indenture, the Notes or the NotesCollateral Agreements, and it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Collateral Agreements or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee's certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible to make any calculation with respect to any matter Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture. The , the Intercreditor Agreement and the Collateral Agreements, the Trustee shall have no duty as to monitor any Collateral in its possession or investigate control or in the Company’s compliance with possession or the breach of, control of any agent or cause bailee or any income thereon or as to be performed preservation of rights against prior parties or observed, any representation, warranty or covenant made in this Indentureother rights pertaining thereto. No provision of this Indenture The Trustee shall be deemed to impose have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any duty of the Collateral or obligation as to the security afforded or intended to be afforded thereby, hereby or by any Collateral Agreement, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the TrusteeCollateral, for insuring the Collateral or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy payment of taxes, charges, assessments or completeness Liens upon the Collateral or otherwise as to the maintenance of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the NotesNotes or the Note Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or in the Offering Memorandum or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Company or the Guarantors but the Trustee may require full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. None of the Trustee, the Collateral Agent, nor any paying agent shall be responsible for monitoring the Company’s rating status, making any request upon any Rating Agency, or determining whether any Ratings Downgrade or Investment Grade Rating Event has occurred. The Trustee and the Collateral Agent shall not be responsible for and make no representation as to make any calculation the existence, genuineness, value or protection of or insurance with respect to any matter under this IndentureCollateral, for the legality, effectiveness or sufficiency of any Collateral Document or Note Document, for any act or omission of the Credit Agreement Agent, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes Obligations. The Trustee and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. The Trustee and the Collateral Agent shall not be liable or responsible for the failure of the Company to effect or maintain insurance on the Collateral nor shall it be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have no duty to monitor or investigate insured the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationperson.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, any Guarantee, the Notes or the Notesany Security Document, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Issuer or any statement Guarantor in the Notes this Indenture or in any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication, but then only to the extent that the Trustee executed the certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee shall have received written notice thereof in accordance with Section 13.01 hereof from the Issuer, any Guarantor, the Paying Agent or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders and not in its individual capacity and all persons, including without limitation the Holders of Notes and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, covenant or covenant agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will (including in its capacity as Custodian) shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, or the NotesNotes or any other Note Document, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Issuer or any statement Subsidiary Guarantor in the Notes this Indenture or in any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make charged with knowledge of any calculation Default or Event of Default under Sections 10.01(a), (d), (e), (f), (g), (h), (i), (j), (k), (l), or (m) unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with respect to Section 16.01 hereof from the Issuer, any matter Subsidiary Guarantor or any Noteholder. In accepting the trust hereby created, the Trustee acts solely as Trustee under this IndentureIndenture and not in its individual capacity and all persons, including without limitation the Noteholders of Notes and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. If the Trustee is directed by the Required Noteholder Parties to deliver any information, determination or any other matter to the Issuer, the Trustee will have no liability relating thereto nor will it be deemed to have any notice or knowledge of any information contained therein. The Trustee shall will have no duty obligation to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, record any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationtherein.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture. The Indenture and the Security Documents, the Trustee and the Collateral Trustee shall have no duty as to monitor any Collateral in its possession or investigate control or in the Company’s compliance with possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee and the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture Collateral Trustee shall be deemed to impose have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any duty of the Collateral or obligation as to the security afforded or intended to be afforded thereby, hereby or by the Collateral Trust Agreement or any other Security Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Issuer or any Guarantor to the TrusteeCollateral, for insuring the Collateral or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy payment of taxes, charges, assessments or completeness Liens upon the Collateral or otherwise as to the maintenance of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Notes Collateral Agent shall be responsible for for, and neither the Trustee nor the Notes Collateral Agent makes no any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it nor shall not either be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will . The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Neither the Trustee nor the Notes Collateral Agent shall not be responsible to make for making any calculation with respect to any matter under this Indenture. The Neither the Trustee nor the Notes Collateral Agent shall have no any duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee or the Notes Collateral Agent, made in this Indenture. No provision Neither the Trustee nor the Notes Collateral Agent shall be responsible for, or make a representation as to the existence, genuineness, value or protection of, any Collateral, for the legality, effectiveness or sufficiency of this Indenture any Security Document or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. By their acceptance of the Notes, the holders of the Notes will be deemed to impose any duty or obligation on have authorized the Trustee Notes Collateral Agent to enter into and to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination each of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacitiesSecurity Documents, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy any amendments or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure supplements thereto permitted by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationthis Indenture.

Trustee’s Disclaimer. The Trustee will (i) shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the NotesCollateral Documents, it (ii) shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Securities and it will (iii) shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes Company or pursuant to the Subsidiary Guarantors in this Indenture Indenture, the Securities or other than its the Trustee’s certificate of authentication. The Trustee makes no representations with respect to and shall not be responsible for the effectiveness or adequacy of this Indenture. The Trustee shall not be responsible for independently ascertaining or maintaining such validity, if any, and shall be fully protected in relying upon certificates and opinions delivered to make any calculation it in accordance with respect to any matter under the terms of this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance In connection with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the event that the Collateral Agent is requested to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, which in the Collateral Agent’s sole determination discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right to not follow such direction, to resign as Collateral Agent or to arrange for the transfer of the Trusteetitle or control of the asset to a court appointed receiver. To the extent permitted under law, are adverse neither the Trustee nor the Collateral Agent will be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. Neither the Trustee nor the Collateral Agent shall be responsible for any loss incurred by the Holders to the Trustee, extent such losses result from the Collateral Agent’s refusal to take actions to acquire title or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events actions that may have occurred and may affect the significance result in it being considered an “owner or accuracy of such informationoperator”.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the NotesNotes (except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes upon the receipt of an Authentication Order pursuant to Section 2.02 hereof and perform its obligations hereunder), it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent Agent, if other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make for filing any calculation financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral nor for monitoring the actions of any other Person, including the Company, with respect to the same. Delivery of reports, information and documents to the Trustee under Article 4 hereunder is for informational purposes only and the Trustee’s receipt or constructive receipt of the foregoing shall not constitute constructive notice of any matter under this Indenture. The Trustee shall have no duty to monitor information contained therein or investigate determinable from information contained therein, including the Company’s compliance with or the breach of, or cause any of its covenants hereunder (as to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, is entitled to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligationrely exclusively on Officer’s Certificates). The Trustee, in each of Trustee is not obligated to confirm that the Company has complied with its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party obligations contained in the Offering Memorandum or any of the related documents or for any failure by it or any Section 4.03 hereunder to post such reports and other party to disclose events that may have occurred and may affect the significance or accuracy of such informationinformation on its website.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Notes Collateral Agent shall be responsible for for, and neither the Trustee nor the Notes Collateral Agent makes no any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it nor shall not either be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will . The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Neither the Trustee nor the Notes Collateral Agent shall not be responsible to make for making any calculation with respect to any matter under this Indenture. The Neither the Trustee nor Notes Collateral Agent shall have no any duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee or Notes Collateral Agent, as the case may be, made in this Indenture. No provision of this Indenture Neither the Trustee nor the Notes Collateral Agent shall be deemed responsible for, or make a representation as to impose the existence, genuineness, value or protection of, any duty Collateral, for the legality, effectiveness or obligation on sufficiency of any Security Document or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee to perform nor the Notes Collateral Agent shall be responsible for filing any act financing or acts, receive continuation statements or obtain recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Security Documents, and it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Security Documents or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Security Document by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will not None of the Trustee, Registrar, Paying Agent, or Conversion Agent shall have any duty to determine when an adjustment under this ARTICLE 12 should be made, how it should be made or what it should be. None of the Trustee, Registrar, Paying Agent, or Conversion Agent shall be responsible for and makes no determining whether any of a Fundamental Change, a Make-Whole Fundamental Change, or a Unit Exchange Event shall have occurred. None of the Trustee, the Registrar, the Paying Agent or Conversion Agent shall have any liability for, shall be accountable for, or shall have been deemed to make any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use value (of the proceeds from the Notes kind or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application amount) of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes Common Units or pursuant to this Indenture other than its certificate of authenticationany Reference Property. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse the Registrar, the Paying Agent or Conversion Agent shall be responsible for (i) any failure of the Company to make any cash payment or to issue, transfer or deliver any Common Units or stock or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion and (ii) the Company’s failure to comply with this ARTICLE 12. Neither the Trustee nor the Conversion Agent shall have any duty or be obligated to provide notice of any Unit Exchange Event to the Holders or any other party. None of the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as TrusteeRegistrar, Paying Agent or Conversion Agent shall be responsible for calculating the Last Reported Sale Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, in making the same and shall be entitled to presume that no such event has occurred until the Company has delivered to the Trustee an Officer’s Certificate stating that such event has occurred, on such Officer’s Certificate the Trustee may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such agent immediately after the occurrence of any such event. Without limiting the generality of the foregoing, none of the Trustee, Registrar, assumes no Paying Agent or Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.06 or Section 12.07 relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable for Holders upon the accuracy conversion of their Notes after any Unit Exchange Event or completeness to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01, may accept as conclusive evidence of the information concerning it or its affiliates or correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Conversion Agent (if other party contained in than the Offering Memorandum or any of Company) shall have the related documents or for any failure by it or any other party to disclose events that may have occurred same protection under this Section 12.08 as the Trustee, the Registrar and may affect the significance or accuracy of such informationPaying Agent.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as Notwithstanding any term herein to the validity, sufficiency or adequacy of this Indenture or the Notescontrary, it is hereby expressly agreed and acknowledged that the agreements set forth herein by the Senior Second Lien Notes Indenture Trustee are made solely in its capacity as Trustee under the Indenture and with respect to the Securities (and not in its individual corporate capacity). The Senior Second Lien Notes Indenture Trustee shall not be accountable have any duties, obligations or responsibilities under this Agreement except as expressly set forth herein, and shall have no responsibility or liability for the Company’s use sufficiency, acceptability, validity or enforceability of any of the proceeds from terms hereof. Nothing in this Agreement shall be construed to operate as a waiver by the Senior Second Lien Notes or any money paid Indenture Trustee, with respect to the Company Assignors, of the benefit of any exculpatory provisions, presumptions, indemnities, or upon reliance rights contained in the Company’s direction under any provision of this Indenture, it will not be responsible for and the use or application of any money received by any Paying Agent other than Assignors expressly agree that as between themselves and the Senior Second Lien Notes Indenture Trustee, and it will not be responsible for any statement the Senior Second Lien Notes Indenture Trustee shall have such benefit with respect to all actions or recital herein or any statement in omissions by the Senior Second Lien Notes or any other document in connection with the sale of the Notes or Indenture Trustee pursuant to this Agreement. For all purposes of this Agreement, the Senior Second Lien Notes Indenture other than its Trustee may (a) rely in good faith, as to matters of fact, on any representation of fact believed by the Senior Second Lien Notes Indenture Trustee to be true (without any duty of investigation) and that is contained in a written certificate of authenticationany authorized representative of the Assignors, or of the Collateral Agent, (b) rely in good faith, as to matters of law, on any advice received from its legal counsel, and shall have no liability for any action or omission taken in reliance thereon, and (c) assume in good faith (without any duty or investigation), and rely upon, the genuineness, due authority, validity and accuracy of any certificate, instrument, notice, or other document believed by it in good faith to be genuine and presented by the proper person. The Nothing in this Agreement shall be construed to limit or foreclose claims of, or payments to, U.S. Bank National Association in its capacity as Trustee shall not be responsible to make any calculation under the Indenture with respect to any matter under this Indenture. The Trustee shall have no duty fees, expenses, costs or indemnities owing to monitor or investigate it pursuant to the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, arising from or in which, connection with its service as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationthereunder.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Collateral Agreements, and it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Agreements or any other document in connection documents connected with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture, the Intercreditor Agreement and the Collateral Agreements, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Agreement, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in terms of this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Intercreditor Agreement or any other party contained in Collateral Agreement by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall will not be responsible for the existence, genuineness or value of any of the Collateral, for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to make any calculation with respect act on its part hereunder, except to any matter under this Indenture. The Trustee shall have no duty to monitor the extent such action or investigate the Company’s compliance with omission constitutes gross negligence, bad faith or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Pledgor to the TrusteeCollateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee hereby disclaims any representation or warranty to the present and future holders of the Secured Obligations concerning the perfection of the Liens granted hereunder or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each value of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party Collateral. For purposes of the two preceding sentences, the terms “Collateral,” “Liens,” “Pledgor” and “Secured Obligations” shall have the meanings ascribed to disclose events that may have occurred and may affect such terms in the significance or accuracy of such informationCollateral Trust Agreement.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Agreement, the Notes or the NotesNote Guarantees, it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s 's direction under any provision of this IndentureAgreement, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the issuance or sale of the Notes or pursuant to this Indenture Agreement other than its certificate of authentication. The Trustee makes no representations as to the value, condition or adequacy of the Collateral or any part thereof, or as to the title of the Company or any Guarantor thereto or as to the security afforded or intended to be afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder, or as to the validity, attachment, perfection, priority or enforceability of the Liens in any of the Collateral created or intended to be created by this Indenture or any Security Document. The Trustee shall not be responsible have no responsibility to make or to see to the making of any calculation recording, filing or registration of any instrument or notice (including any financing or continuation statement or any tax or securities form) (or any rerecording, refiling or reregistration of any thereof) at any time in any public office or elsewhere for the purpose of perfecting, maintaining the perfection of or otherwise making effective the Lien of this Indenture or any Security Document or for any other purpose, and shall have no responsibility for insuring the Collateral or for paying any taxes, charges or assessments on or relating to the Collateral or for otherwise maintaining the Collateral, including, but not limited to, compliance with respect to Environmental Laws, the investigation or remediation of Hazardous Materials, or any other environmental matter under this Indentureaffecting the Company, any Guarantor or the Collateral or any part thereof. The Trustee shall have no duty as to monitor any Collateral in its possession or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, control or in which, the possession or control of any agent or bailee or any income thereon or as a result thereofto preservation of rights against prior parties or any other rights pertaining thereto. Except as required in connection with fulfilling its obligations pursuant to Section 7.05 and Section 7.06 hereof, the Trustee shall become subject have no duty to taxation ascertain or other consequents that, in inquire as to the sole determination performance or observance of any of the Trusteeterms of this Indenture or any Collateral Document by the Company, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Guarantor or any other Person that is a party contained in the Offering Memorandum thereto or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Collateral Documents or the Notes, ; it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s 's direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under the Indenture and the Collateral Documents, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Collateral Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Document or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Document by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the NotesNotes or the Note Guarantees, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or in the Offering Memorandum or in any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Company or the Guarantors but the Trustee may require full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall not be responsible for and makes no representation as to make any calculation act or omission of any rating agency or any rating with respect to any matter under this Indenturethe Notes. The Trustee shall have no duty obligation to monitor independently determine or investigate verify if any event has occurred or notify the Company’s compliance with or Holders of any event dependent upon the breach ofrating of the Notes, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation if the rating on the Trustee to perform Notes has been changed, suspended or withdrawn by any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the rating agency. The Trustee shall become subject have no obligation to taxation independently determine or other consequents thatverify if any merger event, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in event has occurred or notify the Offering Memorandum Holders of any such event. The Trustee shall have no obligation to independently determine or verify if any Change of the related documents or for any failure by it Control, Asset Sale, or any other party event has occurred or if an Asset Sale Offer or Change of Control Offer is required to disclose events that may have occurred and may affect be made, or notify the significance or accuracy Holders of any such informationevent.

Trustee’s Disclaimer. The Neither the Trustee nor the Collateral Trustee shall be responsible for, and neither Trustee nor the Collateral Trustee and makes any representation as to, the existence, genuineness, value or protection of (except for the safe custody of Collateral in its possession) or insurance with respect to any Collateral, for the legality, effectiveness or sufficiency of any Security Document, for any act or omission of any agent for any Other Pari Passu Secured Indebtedness or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes and Notes Obligations. Neither the Trustee nor the Collateral Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Collateral Trustee shall be liable or responsible for the failure of any Issuer to effect or maintain insurance on the Collateral as provided in this Indenture or any Security Document nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Issuers, the Guarantors, the Trustee, the Collateral Trustee, or any other person. By their acceptance of the Notes, the Holders will not be deemed to have approved the terms of, and to have authorized the Trustee or the Collateral Trustee, as applicable, to enter into and to perform the Equal Priority Intercreditor Agreement and each of the Security Documents. Neither the Trustee nor the Collateral Trustee shall have any obligation to take any action with respect to any Collateral in a non-U.S. jurisdiction. Neither the Trustee nor the Collateral Trustee shall be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or Indenture, the Notes, it the Equal Priority Intercreditor Agreement and the Security Documents, they shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company Issuers or upon the Company’s Issuers’ direction under any provision of this Indenture, it will they shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or the Collateral Trustee, and it will they shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its than, with respect to the Trustee, the Trustee’s certificate of authentication. The Neither the Trustee nor the Collateral Trustee shall not be responsible obligated to make monitor or confirm, on a continuing basis or otherwise, any calculation Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any matter reports or other documents filed under this Indenture. The Trustee shall have no duty to monitor Indenture or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose The Trustee does not assume any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for any failure or delay in performance or any breach by the accuracy or completeness of the information concerning it or its affiliates Issuer or any other party Grantor under this Indenture, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and the Security Documents. The Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture, the Offering Memorandum Security Documents, the Intercreditor Agreements or in any certificate, report, statement, or other document referred to or provided for in, or received by the Trustee under or in connection with, this Indenture, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the related documents First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and any Security Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred perform its Obligations under this Indenture, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Collateral Agreements, and it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Agreements or any other document in connection documents connected with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee's certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Agreement by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it . The Trustee or any authenticating agent shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company Issuers or upon the Company’s Issuers’ direction under any provision of this Indenture, it will . The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee. The recitals and statements contained herein, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate Indenture, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and the Trustee or any authenticating agent assumes no responsibility for their correctness. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s Issuers’ compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision Neither the Trustee nor the Collateral Trustee shall make any representations as to and shall not be responsible for the existence, genuineness, value or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral, any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Trustee nor the Collateral Trustee shall have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure Note Security Documents by it the Issuers or any other Person that is a party thereto or bound thereby. Neither the Trustee nor the Collateral Trustee shall be responsible or liable for seeing to disclose events that may have occurred and may affect or monitoring the significance attachment, perfection, or accuracy priority of such informationany lien or security interest created or intended to be created in the Collateral hereby or by any of the Note Security Documents. Neither the Trustee nor the Collateral Trustee shall be responsible for the preparation, correctness, filing, re-filing, recording or re-recording of any security documents or instruments, including UCC financing statements or continuation statements in any public office at any time or times or otherwise perfecting or maintaining the perfection of any lien or security interest in any of the Collateral.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Collateral Agreements, and it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Agreements or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee's certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Agreements, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Agreement, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Agreement by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. (a) The Trustee will shall not be responsible for for, and makes no representation as to to, the validity, sufficiency validity or adequacy of this Indenture or the Notes, it . The Trustee shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money money, or shares of Common Stock received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. . (b) The Trustee shall not be liable or responsible for the failure of the Company to maintain insurance on any Premises or any other property, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company, the Trustee or any other Person. (c) In no event shall the Trustee be responsible for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer services. (e) The Trustee shall not be bound to make any calculation with respect investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to any matter under do so by a majority in aggregate principal amount of the Holders of Notes; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not assured to the Trustee by the security afforded to it by the terms of this Indenture. , the Trustee may require indemnity satisfactory to the Trustee against such cost, expense or liability as a condition to taking any such action. (f) The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision right of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any discretionary act or acts, receive or obtain any interest enumerated in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it this Indenture shall not be illegal, or in which, construed as a result thereofduty, and the Trustee shall become subject to taxation not be answerable for other than its negligence or other consequents that, willful misconduct in the sole determination performance of such act. (g) The Trustee shall not be required to give any bond or surety in respect of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness execution of the information concerning it trusts created hereby or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationpowers granted hereunder.

Trustee’s Disclaimer. The recitals contained herein and in the Notes, except for the Trustees certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee will not be responsible for and makes no representation representations as to the validity, validity or sufficiency or adequacy of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and agrees that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Issuer will be true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the Company’s use or application by the Issuer of Notes or the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will thereof. It shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the issuance or sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee in good faith. The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to make act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any calculation with respect agreement or assignment contained therein, for the validity of the title of the Company to any matter under this Indenturethe Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, inquire as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, performance or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each observance of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents terms of this Indenture, the Collateral Agency Agreement or for the Security Documents by the Issuer, any failure by it secured creditors or secured creditors' representatives, or the Collateral Trustee or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationcollateral agent.

Trustee’s Disclaimer. The Subject to Sections 9.01(b) and 9.01(c): (a) the Trustee will not be responsible for and (i) makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeBonds, and it will (ii) shall not be responsible for any statement or recital herein or any statement in the Notes Bonds or for the perfection of any lien created by this Indenture or otherwise as security for the Bonds; (b) the Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other document provision hereof, and any construction of any such provisions hereof by the Trustee in connection with good faith shall be binding upon the sale of Bondholders, the Notes or pursuant to this Indenture other than its certificate of authentication. The Issuer, the Company and the Remarketing Agent; (c) the Trustee shall not be responsible for the application of any of the proceeds of the Bonds or any other moneys deposited with it and paid out, withdrawn or transferred hereunder if such application, payment, withdrawal or transfer shall be made in accordance with the provisions of this Indenture; (d) the Trustee shall not be under any obligation to see to the recording or filing of this Indenture, the Agreement, any financing statements or any other instrument or otherwise to the giving to any person of notice of the provisions hereof or thereof; (e) the Trustee shall not be under any obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Company, or to report, or make or file claims or proof of loss for, any calculation loss or damage insured against or that may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment to be made; and (f) the Trustee shall not be personally liable for any claims by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of, or from any work or thing done on, the Facilities, and shall have no affirmative duty with respect to any matter compliance of the Facilities under this Indenture. The Trustee shall have no duty state or federal laws pertaining to monitor the transport, storage, treatment or investigate the Company’s compliance with disposal of pollutants, contaminants, waste or the breach ofhazardous materials, or cause to be performed regulations, permits or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any licenses issued under such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationlaws.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Agreement, the Notes or the NotesNote Guarantees, it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s 's direction under any provision of this IndentureAgreement, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the issuance or sale of the Notes or pursuant to this Indenture Agreement other than its certificate of authentication. The Trustee shall not makes no representations as to the value, condition or adequacy of the Collateral or any part thereof, or as to the title of the Company or any Guarantor thereto or as to the security afforded or intended to be responsible afforded thereby or hereby, or as to make the validity or genuineness of any calculation securities at any time pledged and deposited with respect the Trustee hereunder, or as to the validity, attachment, perfection, priority or enforceability of the Liens in any matter under of the Collateral created or intended to be created by this IndentureIndenture or any Security Document. The Trustee shall have no duty responsibility to monitor make or investigate to see to the Company’s compliance with making of any recording, filing or registration of any instrument or notice (including any financing or continuation statement or any tax or securities form) (or any rerecording, refiling or reregistration of any thereof) at any time in any public office or elsewhere for the breach ofpurpose of perfecting, maintaining the perfection of or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision otherwise making effective the Lien of this Indenture or any Security Document or for any other purpose, and shall be deemed have no responsibility for insuring the Collateral or for paying any taxes, charges or assessments on or relating to impose any duty the Collateral or obligation on for otherwise maintaining the Trustee to perform any act Collateral, including, but not limited to, compliance with Environmental Laws, the investigation or acts, receive or obtain any interest in property or exercise any interest in propertyremediation of Hazardous Materials, or exercise any rightother environmental matter affecting the Company, power, duty any Guarantor or obligation conferred the Collateral or imposed on it any part thereof. Other than to invest any amounts as directed by the Company in any jurisdiction in which it shall be illegal, or in which, as a result thereofaccordance with Section 3.08 hereof, the Trustee shall become subject have no duty as to taxation any Collateral in its possession or other consequents that, control or in the sole determination possession or control of the Trusteeany agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. Except as required in connection with fulfilling its obligations pursuant to Section 7.05 and Section 7.06 hereof, are adverse to the Trustee, or in which the Trustee shall be unqualified have no duty to ascertain or incompetent in accordance with applicable law, inquire as to perform the performance or observance of any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it terms of this Indenture or its affiliates any Collateral Document by the Company, any Guarantor or any other Person that is a party contained in the Offering Memorandum thereto or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Notes Collateral Agent shall be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or Indenture, the Notes, the Guarantees, or the existence, genuineness, value or protection of or insurance with respect to any Collateral (except for the custody of Collateral in the Notes Collateral Agent’s possession in accordance with the applicable terms under the Security Documents), for the legality, effectiveness or sufficiency or protection of any Security Docu- ment, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes and Obligations. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Notes Collateral Agent shall be liable or responsible for the failure of the Issuers to effect or maintain insurance on the Collateral nor shall either of them be responsi- ble for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Issuers, the Trustee, the Notes Collateral Agent, or any other person. Neither the Trustee nor the Notes Collateral Agent shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company Issuers or upon the Company’s Issuers’ direction under any provision of this Indenture, it will . The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty obligation to monitor independently determine or investigate the Company’s compliance with or the breach ofverify if any Change of Control, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Asset Sale or any other party contained in event has occurred or if a Change of Control Offer or an Asset Sale Offer is required to be made, or notify the Offering Memorandum or Holders of any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationevent.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture, including with respect to the calculation of any basket or ratio under this Indenture or compliance with any provisions of this Indenture in connection with any Testing Transaction or any Testing Election. The Trustee shall have no duty to monitor or investigate Parent’s or the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose The Trustee does not assume any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for any failure or delay in performance or any breach by the accuracy or completeness of the information concerning it or its affiliates Issuer or any other party Grantor under this Indenture. The Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture or in any certificate, report, statement, or other document referred to or provided for in, or received by the Offering Memorandum Trustee under or in connection with, this Indenture; the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the related documents assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred and may affect the significance or accuracy of such informationperform its Obligations under this Indenture.

Trustee’s Disclaimer. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee will not be responsible for and makes no representation representations as to the validity, validity or sufficiency or adequacy of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture and to authenticate the Notes. The Trustee shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, Indenture nor shall it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee. None of the Trustee, and it will not the Collateral Agent, any Agent nor any of their respective directors, officers, employees, agents or affiliates shall be responsible for nor have any statement or recital herein duty to monitor the performance or any statement in action of the Notes Issuer, any Guarantor, or any other document of their directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the sale of malfeasance or nonfeasance by such party. Neither the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee nor the Collateral Agent shall not be responsible for and makes no representation as to make any calculation the existence, genuineness, value or protection of or insurance with respect to any matter under this Indenture. The Trustee shall have no duty to monitor Collateral (except for the safe custody of Collateral in its possession), for the legality, effectiveness or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision sufficiency of this Indenture shall be deemed to impose or any duty Collateral Document, or obligation on for the Trustee to perform creation, perfection, priority, sufficiency or protection of any Lien, or for any act or acts, receive omission of the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or obtain continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will not None of the Trustee, Registrar, Paying Agent, or Conversion Agent shall have any duty to determine when an adjustment under this ARTICLE 12 should be made, how it should be made or what it should be. None of the Trustee, Registrar, Paying Agent, or Conversion Agent shall be responsible for and makes no determining whether any of a Fundamental Change, a Make-Whole Fundamental Change, or a Unit Exchange Event shall have occurred. None of the Trustee, the Registrar, the Paying Agent or Conversion Agent shall have any liability for, shall be accountable for, or shall have been deemed to make any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use value (of the proceeds from the Notes kind or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application amount) of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes Common Units or pursuant to this Indenture other than its certificate of authenticationany Reference Property. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse the Registrar, the Paying Agent or Conversion Agent shall be responsible for (i) any failure of the Company to make any cash payment or to issue, transfer or deliver any Common Units or stock or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion and (ii) the Company’s failure to comply with this ARTICLE 12. Neither the Trustee nor the Conversion Agent shall have any duty or be obligated to provide notice of any Unit Exchange Event to the Holders or any other party. None of the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as TrusteeRegistrar, Paying Agent or Conversion Agent shall be responsible for calculating the Last Reported Sale Price, or with respect to the nature or extent or calculation ▇▇▇-▇▇▇▇-▇▇▇▇/13/AMERICAS of any such adjustment when made, or with respect to the method employed herein, in making the same and shall be entitled to presume that no such event has occurred until the Company has delivered to the Trustee an Officer’s Certificate stating that such event has occurred, on such Officer’s Certificate the Trustee may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such agent immediately after the occurrence of any such event. Without limiting the generality of the foregoing, none of the Trustee, Registrar, assumes no Paying Agent or Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.01(c) relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable for Holders upon the accuracy conversion of their Notes after any Unit Exchange Event or completeness to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01, may accept as conclusive evidence of the information concerning it or its affiliates or correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Conversion Agent (if other party contained in than the Offering Memorandum or any of Company) shall have the related documents or for any failure by it or any other party to disclose events that may have occurred same protection under this Section 12.08 as the Trustee, the Registrar and may affect the significance or accuracy of such informationPaying Agent.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, any Guarantee, the Notes or the Notesany Security Document, it shall not be accountable for the Company’s Issuer's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Issuer or any statement Guarantor in the Notes this Indenture or in any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee's certificate of authentication, but then only to the extent that the Trustee executed the certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee shall have received written notice thereof in accordance with Section 13.01 hereof from the Issuer, any Guarantor, the Paying Agent or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders and not in its individual capacity and all persons, including without limitation the Holders of Notes and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s Issuer's compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, covenant or covenant agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Note Guarantees or the Collateral Agreements, and it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Note Guarantees, the Collateral Agreements or any other document documents in connection with the sale issuance of the Notes or pursuant other than the Trustee's certificate of authentication which shall be taken as a statement of the Company and as to which the Trustee assumes no liability for its correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Agreements, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other than rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its certificate of authenticationpossession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee makes no representations as to make and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any calculation with respect of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any matter under this IndentureCollateral Agreement, for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent that the release by it of any Lien in violation of the Collateral Agreements constitutes gross negligence or willful misconduct, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire into the Company’s compliance with performance or the breach of, or cause to be performed or observed, observance of any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose by any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as Person that is a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationthereto.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Collateral Documents, and it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Documents or any other document in connection documents connected with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Collateral Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Document by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Guarantees, the Notes or the Notesother Security Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Company or any statement Guarantor in the Notes this Indenture or in any other document issued in connection with the sale issuance of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make charged with knowledge of any calculation with respect to Default or Event of Default under Sections Section 6.01(c), (d), (e)(e), (f), (g), (h), (i), (j) or (k), or of the identity of any matter under this Indenture. The Significant Subsidiary unless the Trustee shall have no duty to monitor or investigate received written notice thereof in accordance with Section 13.02 hereof from the Company’s compliance with or the breach of, or cause to be performed or observed, any representationGuarantor or any holder. In accepting the trust hereby created, warranty or covenant made the Trustee acts solely as Trustee under this Indenture and not in this Indenture. No provision its individual capacity and all persons, including without limitation the holders of Notes and the Company having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise expressly provided herein. Neither the Trustee nor the Notes Collateral Agent shall be responsible for, and each makes no representation as to the existence, genuineness, value or protection of, any Collateral, the legality, effectiveness or sufficiency of any Security Document, or the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation statements or financing change statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest on or in the Collateral. By their acceptance of the Notes, the holders of the Notes will be deemed to impose any duty or obligation on have authorized the Trustee and the Notes Collateral Agent, as applicable, to enter into and to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination each of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Collateral Agreements, and it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Table of Contents Agreement, the Collateral Agreements or any other document in connection documents connected with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. The Trustee shall be charged with no knowledge of or duties under the Plan. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to make have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any calculation with respect loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee in good faith. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any matter under this Indentureof the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Agreement by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee will not be responsible for and makes no representation representations as to the validity, sufficiency or adequacy of this Indenture Indenture, the Security Documents, or of the NotesNotes or Note Guarantees, and it shall not be responsible for any statement or recital herein or any statement in the Notes or Note Guarantees, or in the offering memorandum relating to the Notes issued on the Issued Date or any other document in connection with the sale of the Notes or Note Guarantees, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. The Trustee shall not be accountable for the Company’s use or application by the Company of Notes or the proceeds thereof or for any funds or property disbursed in accordance with the terms of this Indenture or any of the proceeds from the Notes or Security Documents. The Trustee shall not be responsible to make any money paid calculation with respect to the Company or upon the Company’s direction any matter under any provision of this Indenture, it will . It shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the issuance or sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will not Neither the Trustee, the Security Agent nor any Agent shall be responsible for and none of them makes no any representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Notes or any Security Document or the NotesIntercreditor Agreement, it shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company Issuers or upon the Company’s Issuers’ direction under any provision of this Indenture, it will they shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture or the Intercreditor Agreement other than its certificate of authentication. The Trustee does not assume any responsibility for any failure or delay in performance or any breach by the Issuers or any Guarantor under this Indenture. The Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture or in any certificate, report, statement, or other document referred to or provided for in, or received by the Trustee under or in connection with, this Indenture or the Intercreditor Agreement; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Obligations under this Indenture or the Intercreditor Agreement. Neither the Trustee, the Security Agent nor any Agent shall be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, any Guarantee, the Collateral Agreements or the Intercreditor Agreement, and it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Collateral Agreements, the Intercreditor Agreement or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture Notes, other than its the Trustee’s certificate of authentication, which shall be taken as the statement of the Company, and the Trustee assumes no responsibility for their correctness. Nothing herein, including in the recitals hereof, shall impose on the Trustee any obligations of the Company under any agreements, documents or instruments that are part of the Collateral, all of which shall be retained by the Company. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture, the Intercreditor Agreement and the Collateral Agreements, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee shall not be responsible to make for filing any calculation with respect to financing or continuation statements or recording any matter under this Indenturedocuments or instruments in any public office or otherwise perfecting or maintaining the perfection of any collateral. The Trustee makes no representations as to and shall have no duty not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to monitor the security afforded or investigate the Company’s compliance with intended to be afforded thereby, hereby or the breach ofby any Collateral Agreement, or cause for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be performed created by any of the Collateral Agreements, whether impaired by operation of law or observedby reason of any action or omission to act on its part hereunder, any representation, warranty except to the extent such action or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty omission constitutes gross negligence or obligation willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the TrusteeCollateral, for insuring the Collateral or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy payment of taxes, charges, assessments or completeness Liens upon the Collateral or otherwise as to the maintenance of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the issuance or sale of the Notes or pursuant to this Indenture other than in its certificate of authentication. The Trustee makes no representations as to the value, condition or adequacy of the Collateral or any part thereof, or as to the title of the Company or as to the security afforded or intended to be afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder, or as to the validity, attachment, perfection, priority or enforceability of the Liens in any of the Collateral created or intended to be created by this Indenture or any Transaction Document. The Trustee shall not be responsible have no responsibility to make or to see to the making of any calculation recording, filing or registration of any instrument or notice (including any financing or continuation statement or any tax or securities form) (or any rerecording, refiling or reregistration of any thereof) at any time in any public office or elsewhere for the purpose of perfecting, maintaining the perfection of or otherwise making effective the Lien of this Indenture or any Transaction Documents or for any other purpose, and shall have no responsibility for insuring the Collateral or for paying any taxes, charges or assessments on or relating to the Collateral or for otherwise maintaining the Collateral, including, but not limited to, compliance with respect to Environmental Laws, the investigation or remediation of Hazardous Materials, or any other environmental matter under this Indentureaffecting the Company or the Collateral or any part thereof. The Trustee shall have no duty as to monitor any Collateral in its possession or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, control or in which, the possession or control of any agent or bailee or any income thereon or as a result thereofto preservation of rights against prior parties or any other rights pertaining thereto. Except as required in connection with fulfilling its obligations pursuant to Sections 6.02 and Section 7.03, the Trustee shall become subject have no duty to taxation ascertain or other consequents that, in inquire as to the sole determination performance or observance of any of the Trustee, are adverse to terms of this Indenture or any Transaction Document by the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Company or any other Person that is a party contained in the Offering Memorandum thereto or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the NotesNotes or the Note Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authenticationauthentication and the Statement of Eligibility on Form T-1 to be supplied to the Company in connection with the Exchange Offer Registration Statement and/or Shelf Registration Statement. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Company or the Guarantors but the Trustee may require full information and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee makes no representation as to and shall not be responsible for any statement or recital herein or any statement in the Offering Memorandum, Exchange Offer Registration Statement and/or Shelf Registration Statement or any other document in connection with the sale or exchange of the Notes. The Trustee shall not be responsible for and makes no representation as to make any calculation act or omission of any Rating Agency or any rating with respect to any matter under this Indenturethe Notes. The Trustee shall have no duty obligation to monitor independently determine or investigate verify if any event has occurred or notify the Company’s compliance with or Holders of any event dependent upon the breach ofrating of the Notes, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation if the rating on the Trustee to perform Notes has been changed, suspended or withdrawn by any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Rating Agency. The Trustee shall become subject have no obligation to taxation independently determine or other consequents that, in the sole determination verify if any Change of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Control or any other party contained in event has occurred or notify the Offering Memorandum or Holders of any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationevent.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Notes or the NotesPledge Agreement, it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s 's direction under any provision of this IndentureIndenture or the Pledge Agreement, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes Notes, the Pledge Agreement or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral (as such term is defined in the Pledge Agreement) or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect pledge agreement (including the Pledge Agreement and the Mirror Pledge Agreement (as such term is defined in the Pledge Agreement)), or for the validity, perfection, priority or enforceability of the liens or security interests in any of the Collateral created or intended to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate be created by the Company’s compliance with Pledge Agreement or the breach ofMirror Pledge Agreement, whether impaired by operation of law or cause by reason of any action or omission to be performed act on its part hereunder, except to the extent such action or observed, any representation, warranty omission constitutes gross negligence or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation willful misconduct on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination part of the Trustee, are adverse for the validity or sufficiency of the Collateral, the Pledge Agreement, the Mirror Pledge Agreement or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the TrusteeCollateral, for insuring the Collateral or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy payment of taxes, charges, assessments or completeness liens upon the collateral or otherwise as to the maintenance of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, or the Notes, and it shall will not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company Issuers or upon the Company’s Issuers’ direction under any provision of this Indenture, nor will it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Trustee and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall does not assume any responsibility for any failure or delay in performance or any breach by the Issuers or any Guarantor under this Indenture, the First Lien Intercreditor Agreement and the Security Documents. The Trustee will not be responsible to make the Holders or any calculation with respect other Person for (i) any recitals, statements, information, representations or warranties contained in this Indenture, the Security Documents, the First Lien Intercreditor Agreement or in any certificate, report, statement, or other document referred to or provided for in, or received by the Trustee under or in connection with, this Indenture, the First Lien Intercreditor Agreement or any matter Security Document; (ii) the execution, validity, genuineness, effectiveness or enforceability of the First Lien Intercreditor Agreement and any Security Documents of any other party thereto; (iii) the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; (iv) the validity, enforceability or collectability of any Obligations; (v) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or (vi) for any failure of any obligor to perform its Obligations under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in First Lien Intercreditor Agreement and the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, any Guarantee or the NotesSecurities, it shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes Securities or any money paid to the Company Issuers or upon the Company’s Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein of the Issuers or any statement Guarantor in this Indenture or in the Notes Offering Circular or any other document issued in connection with the sale of the Notes Securities or pursuant to this Indenture in the Securities other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), or (h) or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 13.02 hereof from the Issuers, any Guarantor or any Holder. The Trustee shall not be bound to make ascertain or inquire as to the performance, observance, or breach of any calculation with respect covenants, conditions, representations, warranties or agreements on the part of the Issuers or the Guarantors but the Trustee may require full information and advice as to any matter under this Indenturethe performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities or the Guarantees. The Trustee shall have no duty obligation to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, pursue any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent action that is not in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each Trustee shall have no obligation to independently determine or verify if any event has occurred or notify the Holders of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for any event dependent upon the accuracy or completeness rating of the information concerning it Securities, or its affiliates if the rating on the Securities has been changed, suspended or withdrawn by any Rating Agency. The Trustee shall have no obligation to independently determine or verify if any Change of Control, Asset Sale, or any other party contained in event has occurred or if an Asset Sale Offer or Change of Control Offer is required to be made, or notify the Offering Memorandum or Holders of any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationevent.

Trustee’s Disclaimer. The Trustee will not None of the Trustee, Registrar, Paying Agent, or Conversion Agent shall have any duty to determine when an adjustment under this ARTICLE 12 should be made, how it should be made or what it should be. None of the Trustee, Registrar, Paying Agent, or Conversion Agent shall be responsible for and makes no determining whether any of a Fundamental Change, a Make-Whole Fundamental Change, or a Unit Exchange Event shall have occurred. None of the Trustee, the Registrar, the Paying Agent or Conversion Agent shall have any liability for, shall be accountable for, or shall have been deemed to make any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use value (of the proceeds from the Notes kind or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application amount) of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes Common Units or pursuant to this Indenture other than its certificate of authenticationany Reference Property. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse the Registrar, the Paying Agent or Conversion Agent shall be responsible for (i) any failure of the Company to make any cash payment or to issue, transfer or deliver any Common Units or stock or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion and (ii) the Company’s failure to comply with this ARTICLE 12. Neither the Trustee nor the Conversion Agent shall have any 73 duty or be obligated to provide notice of any Unit Exchange Event to the Holders or any other party. None of the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as TrusteeRegistrar, Paying Agent or Conversion Agent shall be responsible for calculating the Last Reported Sale Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, in making the same and shall be entitled to presume that no such event has occurred until the Company has delivered to the Trustee an Officer’s Certificate stating that such event has occurred, on such Officer’s Certificate the Trustee may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such agent immediately after the occurrence of any such event. Without limiting the generality of the foregoing, none of the Trustee, Registrar, assumes no Paying Agent or Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.06 or Section 12.07 relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable for Holders upon the accuracy conversion of their Notes after any Unit Exchange Event or completeness to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01, may accept as conclusive evidence of the information concerning it or its affiliates or correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Conversion Agent (if other party contained in than the Offering Memorandum or any of Company) shall have the related documents or for any failure by it or any other party to disclose events that may have occurred same protection under this Section 12.08 as the Trustee, the Registrar and may affect the significance or accuracy of such informationPaying Agent.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Collateral Trustee shall be responsible for and makes no representation as to the validityexistence, genuineness, value or protection of or insurance with respect to any Collateral, for the legality, effectiveness or sufficiency of any Security Document, for any act or omission of the Credit Agreement Agent or MSR Collateral Agent, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes and Notes Obligations. Neither the Trustee nor the Collateral Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Collateral Trustee shall be liable or responsible for the failure of the Company to effect or maintain insurance on the Collateral as provided in this Indenture or any Security Document nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the Trustee, the Collateral Trustee, or any other person. By their acceptance of the Notes, the Holders will be deemed to have approved the terms of, and to have authorized the Trustee or the Collateral Trustee, as applicable to enter into and to perform the Intercreditor Agreements and each of the Security Documents. Neither the Trustee nor the Collateral Trustee shall be responsible for the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession in the case of the Collateral Trustee), for the legality, effectiveness, enforceability or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien. Neither the Trustee nor Collateral Trustee shall have any obligation to take any action with respect to any Collateral in a foreign non-U.S. jurisdiction. Neither the Trustee nor the Collateral Trustee shall be responsible for and makes no representation as to the validity or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreements and the Security Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or the Collateral Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Neither the Trustee nor the Collateral Trustee shall not be responsible obligated to make monitor or confirm, on a continuing basis or otherwise, the Company’s, any calculation Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation reports or other consequents that, in documents filed under the sole determination of the Trustee, are adverse to the Trustee, Indenture or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company Issuers or upon the Company’s direction Issuers’ di- rection under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement state- ment or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall does not be responsible to make assume any calculation with respect to responsibility for any matter failure or delay in performance or any breach by the Issuers or any other Grantor under this Indenture, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and the Security Documents. The Trustee shall have no duty not be re- sponsible to monitor the Holders or investigate the Company’s compliance with any other Person for any recitals, statements, information, representations or the breach of, or cause to be performed or observed, any representation, warranty or covenant made warranties contained in this Indenture. No provision of this Indenture shall be deemed , the Security Documents, the Intercreditor Agreements or in any certificate, report, statement, or other document referred to impose any duty or obligation on provided for in, or received by the Trustee to perform any act under or actsin connection with, receive or obtain any interest in property or exercise any interest in propertythis Indenture, the First Lien Intercreditor Agreement, the Junior Lien Inter- creditor Agreement, if any, or exercise any rightSecurity Document; the execution, powervalidity, duty genuineness, effectiveness or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereofenforceability of the First Lien Intercreditor Agreement, the Trustee shall become subject to taxation or other consequents thatJunior Lien Intercreditor Agreement, in the sole determination if any, and any Security Documents of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in thereto; the Offering Memorandum genuineness, enforceability, collectabil- ity, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the related documents validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthi- ness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred perform its Obligations under this Indenture, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Notes or the Notes, it Notes Documents (including the Intercreditor Agreement) and the Trustee assumes no responsibility for their correctness. It shall not be accountable for the Company’s use or application of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The recitals contained herein and in the Notes and the Notes Documents, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any authenticating agent assumes no responsibility for their correctness. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any of the Note Documents by the Company or any other Person that is a party thereto or bound thereby. The Trustee shall not be responsible or liable for seeing to or monitoring the attachment, perfection, or priority of any lien or security interest created or intended to be created in the Collateral hereby or by any of the Note Documents. The Trustee shall not be responsible for the preparation, correctness, filing, re-filing, recording or re-recording of any security documents or instruments, including UCC financing statements or continuation statements in any public office at any time or times or otherwise perfecting or maintaining the perfection of any lien or security interest in any of the Collateral. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to service of process, taxation or other consequents consequences that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable lawLaw, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Collateral Agent shall be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Securities, the Securities Guarantees or the Notesexistence, it genuineness, value of or protection afforded by any Collateral (except for the safe custody of Collateral in the Collateral Agent’s possession), for the legality, effectiveness or sufficiency of any Collateral Document, or for the creation, perfection, priority, sufficiency or protection of any Liens with respect to any Second Lien Obligations (as defined in the Senior Lien Intercreditor Agreement). Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. The Trustee makes no representation as to the Collateral Agent and shall not be responsible for any act or omission of the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be accountable for the Company’s use of the proceeds from the Notes Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not nor shall the Trustee or the Collateral Agent be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will the Trustee and the Collateral Agent shall not be responsible for any statement or recital herein or any statement in the Notes Securities or any other document in connection with the sale of the Notes Securities or pursuant to this Indenture other than its certificate of authentication. The In accepting the trust hereby created, the Trustee shall not be responsible to make any calculation with respect to any matter acts solely as Trustee under this Indenture. The Indenture and not in its individual capacity and all persons, including, without limitation, the Holders of Securities and the Company having any claim against the Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of arising from this Indenture shall be deemed look only to impose any duty or obligation on the funds and accounts held by the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, hereunder for payment except as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationotherwise provided herein.

Trustee’s Disclaimer. (a) The Trustee will not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. (b) The Trustee will not be responsible for the existence, genuineness or value of any of the Collateral, for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company or the Pledgor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall not be responsible hereby disclaims any representation or warranty to make the present and future holders of the Secured Obligations concerning the perfection of the Liens granted hereunder or in the value of any calculation with respect to any matter under this Indentureof the Collateral. The Trustee shall have no duty obligation to monitor give, execute, deliver, file, record, authorize or investigate obtain any financing statements, notices, instruments, documents, #100513604v3 agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent pursuant to the Collateral Trust Agreement or (ii) enable the Collateral Agent to exercise and enforce its rights under the Collateral Trust Agreement with respect to such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (i) in connection with the acts or omissions of the Company or the Pledgor in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest. For purposes of the four preceding sentences, the terms “Collateral,” “Liens,” “Pledgor” and “Secured Obligations” shall have the meanings ascribed to such terms in the Collateral Trust Agreement. (c) The sole responsibility of the Trustee with respect to Covenant Certificates from the Company (and any materials accompanying a Covenant Certificate, including reports or additional documents from the Company, Independent Engineers, rating agencies or other Persons) is to receive such Covenant Certificate and any accompanying materials and maintain its books and records with respect to any Covenant Certificate and accompanying materials so received. Without limiting the foregoing, the Trustee shall not be required to ascertain whether or not the Company is complying with its covenants under this Indenture in connection with the Company’s delivery of such Compliance Certificate and the Trustee shall not be required to make any determination, review or verification of any matter disclosed in a Compliance Certificate or with respect to any materials accompanying any Compliance Certificate. The Trustee’s receipt or acknowledgement of receipt of any such certification shall in no way constitute any consent or approval by the Trustee of the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made its covenants in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy or sufficiency of this Indenture Indenture, any Guarantee or the NotesSecurities, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeSecurities, and it will shall not be responsible for any statement or recital herein of the Issuer or any statement Guarantor in this Indenture or in the Notes Securities, the Security Documents or the Subordination Agreement other than the Trustee’s certificate of authentication, which shall be taken as the statement of Issuer, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture, the Security Documents and the Subordination Agreement, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other document rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in connection with any public office at any time or times or otherwise perfecting or maintaining the sale perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Notes Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or pursuant condition of any of the Collateral or as to this Indenture other than the security afforded or intended to be afforded thereby, hereby or by any Security Documents, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its certificate part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of authenticationthe Trustee, for the validity or sufficiency of the Collateral, any Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Issuer or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall not be responsible to make charged with knowledge of any calculation with respect to Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h), (i), or (j) or of the identity of any matter under this Indenture. The Restricted Subsidiary of the Issuer unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have no duty to monitor or investigate received written notice thereof in accordance with Section 13.02 hereof from the Company’s compliance with or the breach of, or cause to be performed or observedIssuer, any representationGuarantor or any Holder. In accepting the trust hereby created, warranty or covenant made the Trustee acts solely as Trustee for the Holders of the Securities and not in this Indenture. No provision its individual capacity and all persons, including without limitation the Holders of Securities and the Issuer having any claim against the Trustee arising from this Indenture shall be deemed look only to impose any duty or obligation on the funds and accounts held by the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, hereunder for payment except as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationotherwise provided herein.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Guarantees, the Notes or the Notesother Security Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Company or any statement Guarantor in the Notes this Indenture or in any other document issued in connection with the sale issuance of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make charged with knowledge of any calculation with respect to Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h), (i), (j) or (k), or of the identity of any matter under this Indenture. The Significant Subsidiary unless the Trustee shall have no duty to monitor or investigate received written notice thereof in accordance with Section 13.02 hereof from the Company’s compliance with or the breach of, or cause to be performed or observed, any representationGuarantor or any holder. In accepting the trust hereby created, warranty or covenant made the Trustee acts solely as Trustee under this Indenture and not in this Indenture. No provision its individual capacity and all persons, including without limitation the holders of Notes and the Company having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise expressly provided herein. Neither the Trustee nor the Notes Collateral Agent shall be responsible for, and each makes no representation as to the existence, genuineness, value or protection of, any Collateral, the legality, effectiveness or sufficiency of any Security Document, or the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation statements or financing change statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest on or in the Collateral. By their acceptance of the Notes, the holders of the Notes will be deemed to impose any duty or obligation on have authorized the Trustee and the Notes Collateral Agent, as applicable, to enter into and to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination each of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, any Note Guarantee or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or for any money paid to the Company or upon the Company’s direction under any provision of funds received and disbursed in accordance with this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein of the Issuer or any statement Guarantor in this Indenture, the Notes Offering Memorandum or any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible charged with knowledge of any Default or Event of Default (except those Defaults or Events of Default described in Section 6.01(a) or Section 6.01(b)) or of the identity of any Significant Subsidiary of the Issuer unless either (a) a Responsible Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 12.02 hereof from the Issuer, any Guarantor or any Holder. For purposes of this Indenture and in relation to the Trustee, “actual knowledge” or “actually known” means the receipt of written notice of such Default or Event of Default without any duty to make any calculation investigation with regard thereto. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Issuer or the Guarantors. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall not be responsible for and makes no representation as to any act or omission of any Rating Agency or any rating with respect to any matter under this Indenturethe Notes. The Trustee shall have no duty obligation to monitor independently determine or investigate verify if any event has occurred or notify the Company’s compliance with or Holders of any event dependent upon the breach ofrating of the Notes, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation if the rating on the Trustee to perform Notes has been changed, suspended or withdrawn by any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Rating Agency. The Trustee shall become subject have no obligation to taxation independently determine or other consequents that, in the sole determination of the Trustee, are adverse verify whether any Asset Sale has occurred or any Asset Sale Offer with respect to the TrusteeNotes is required, and whether any Change of Control has occurred or in which whether any Change of Control Offer with respect to the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationNotes is required.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Guarantees, the Notes or the Notesother Security Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Company or any statement Guarantor in the Notes this Indenture or in any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make charged with knowledge of any calculation with respect to Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h), (i) or (j), or of the identity of any matter under this Indenture. The Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have no duty to monitor or investigate received written notice thereof in accordance with Section 13.02 hereof from the Company’s compliance with or the breach of, or cause to be performed or observed, any representationGuarantor or any holder. In accepting the trust hereby created, warranty or covenant made the Trustee acts solely as Trustee under this Indenture and not in this Indenture. No provision its individual capacity and all persons, including without limitation the holders of Notes and the Company having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Neither the Trustee nor the Notes Collateral Agent shall be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation statements or financing change statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest on or in the Collateral. By their acceptance of the Notes, the holders of the Notes will be deemed to impose any duty or obligation on have authorized the Trustee and the Notes Collateral Agent, as applicable, to enter into and to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination each of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSecurity Documents.

Trustee’s Disclaimer. (a) The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture Indenture, the Notes or the NotesCollateral Agreements, and it shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Issuers in this Indenture, the Notes Notes, the Collateral Agreements or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication. (b) Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Agreements, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. (c) The Trustee makes no representations as to make and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any calculation with respect of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any matter under this IndentureCollateral Agreement, for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent that the release by it of any Lien in violation of the Collateral Agreements constitutes gross negligence or willful misconduct, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Issuers or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire into the Company’s compliance with performance or the breach of, or cause to be performed or observed, observance of any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other Indenture Document by any Person that is a party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationthereto.

Trustee’s Disclaimer. The Trustee will shall not be responsible or liable for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, the Guarantees or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or for any money paid to funds received and disbursed in accordance with the Company Indenture or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any information, statement or recital herein of the Company or any statement Guarantor in the Notes this Indenture or in any offering memorandum, prospectus, prospectus supplement or other disclosure material or document prepared, issued or distributed in connection with the sale or issuance of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make charged with knowledge of the identity of any calculation Significant Subsidiary unless either (a) a Responsible Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with respect to Section 13.02 hereof from the Company, any matter Guarantor or any holder. In accepting the trust hereby created, the Trustee acts solely as Trustee under this IndentureIndenture and not in its individual capacity and all persons, including without limitation the holders of Notes and the Company having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. The Trustee shall have no duty obligation to monitor independently determine or investigate the Company’s compliance with verify if any Change of Control or the breach ofany other event has occurred or if an Asset Sale Offer is required to be made, or cause notify the holders of any such event. The Trustee shall not be responsible for and makes no representation as to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or actsomission of any Rating Agency or any rating with respect to the Notes. The Trustee shall not be bound to ascertain or inquire as to the performance, receive or obtain any interest in property or exercise any interest in propertyobservance, or exercise breach of any rightcovenants, powerconditions, duty representations, warranties or obligation conferred agreements on the part of the Company or imposed on it in any jurisdiction in which it the Guarantors. Under no circumstances shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation be liable in its individual capacity for the obligations evidenced by the Notes or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Guarantees. The Trustee shall be unqualified or incompetent have no obligation to pursue any action that is not in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will not None of the Trustee, the Security Registrar, the Paying Agent, or the Conversion Agent shall have any duty to determine when an adjustment under this Article 2 should be made, how it should be made or what it should be. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for and makes no determining whether any of a Fundamental Change, a Make-Whole Fundamental Change or a Share Exchange Event shall have occurred. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall have any liability for, shall be accountable for, or shall have been deemed to make any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use value (of the proceeds from the Notes kind or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application amount) of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes shares of Common Stock or pursuant to this Indenture other than its certificate of authenticationany Reference Property. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for (i) any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property upon the surrender of any Series 2023A Note for the purpose of conversion and (ii) the Company’s failure to comply with this Article 2. Neither the Trustee nor the Conversion Agent shall have any duty or be obligated to provide notice of any Share Exchange Event to the Holders or any other party. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for calculating the Last Reported Sale Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, in making the same and shall be entitled to presume that no such event has occurred until the Company has delivered to the Trustee an Officers’ Certificate stating that such event has occurred, upon such Officers’ Certificate the Trustee may conclusively rely, and the Company agrees to deliver such Officers’ Certificate to the Trustee and any such agent immediately after the occurrence of any such event. Without limiting the generality of the foregoing, none of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 2.06 hereof relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable for Holders upon the conversion of their Series 2023A Notes after any Share Exchange Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate and an Opinion of Counsel (which the Trustee Company shall be unqualified or incompetent in accordance obligated to file with applicable law, the Trustee prior to perform the execution of any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligationsupplemental indenture) with respect thereto. The Conversion Agent (if other than the Company) shall have the same protection under this Section 2.08 as the Trustee, in each of its capacities, including without limitation, as Trustee, the Security Registrar and the Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationAgent.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to (i) the validity, sufficiency validity or adequacy of this Indenture Indenture, any Security Document or the Notes, it (ii) whether a Default or Event of Default has occurred and is continuing or will occur upon the execution and delivery of the Indenture or any Security Document or upon the issuance of the Notes, (iii) whether each Holder constitutes an “Additional Senior Debt Party,” a “Senior Class Debt Party” or a “Senior Secured Party,” whether the Note Obligations constitute “Additional Senior Debt” or “Senior Class Debt,” whether the Indenture constitutes an “Additional Senior Debt Facility” or a “Senior Facility,” or whether the Indenture, the Notes, and the Security Documents constitute “Additional Senior Debt Documents” or “Senior Debt Documents,” in any such case, under the Intercreditor Agreement, or (iv) whether the conditions in Section 5.12 of the Intercreditor Agreement have been satisfied in order for the Trustee, in its capacity as Collateral Agent, to become a party to the Intercreditor Agreement as an “Authorized Representative,” “Senior Class Debt Representative” and a “Senior Representative.” Trustee shall not be accountable for the CompanyIssuer’s use of the proceeds from the sale of Notes or any money paid to the Company or upon Issuer pursuant to the Company’s direction under any provision terms of this Indenture, it will not be responsible for the use Indenture or application of any money received by any Paying Agent other than the Trustee, Security Document and it will shall not be responsible for any statement of the Issuer in this Indenture, the Security Documents or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, any Note Guarantee or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or for any money paid to the Company or upon the Company’s direction under any provision of funds received and disbursed in accordance with this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein of the Issuer or any statement Guarantor in this Indenture, the Notes Offering Memorandum or any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall not be responsible charged with knowledge of any Default or Event of Default (except those Defaults or Events of Default described in Section 6.01(a) or Section 6.01(b)) or of the identity of any Significant Subsidiary of the Issuer unless either (a) a Responsible Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 12.02 hereof from the Issuer, any Guarantor or any Holder. For purposes of this Indenture and in relation to the Trustee, “actual knowledge” or “actually known” means the receipt of written notice of such Default or Event of Default without any duty to make any calculation investigation with regard thereto. The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the Issuer or the Guarantors. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall not be responsible for and makes no representation as to any act or omission of any Rating Agency or any rating with respect to any matter under this Indenturethe Notes. The Trustee shall have no duty obligation to monitor independently determine or investigate verify if any event has occurred or notify the Company’s compliance with or Holders of any event dependent upon the breach ofrating of the Notes, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation if the rating on the Trustee to perform Notes has been changed, suspended or withdrawn by any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationRating Agency.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture or to determine whether a Covenant Suspension Event or Reversion Date has occurred or notify Holders of the same. The Trustee does not assume any responsibility for any failure or delay in performance or any breach by the Issuer or any Guarantor under this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the The Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse not be responsible to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Holders or any other party Person for any recitals, statements, information, representations or warranties contained in this Indenture or in any certificate, report, statement, or other document referred to or provided for in, or received by the Offering Memorandum Trustee under or in connection with, this Indenture; the validity, enforceability or collectability of any Obligations under this Indenture; the assets, liabilities, financial condition, results of the related documents operations, business, creditworthiness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred and may affect the significance or accuracy of such informationperform its Obligations under this Indenture.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose The Trustee does not assume any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for any failure or delay in performance or any breach by the accuracy or completeness of the information concerning it or its affiliates Issuer or any other party Grantor under this Indenture, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and the Security Documents. The Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture, the Offering Memorandum Security Documents, the Intercreditor Agreements or in any certificate, report, statement, or other document referred to or provided for in, or received by the Trustee under or in connection with, this Indenture, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the related documents First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and any Security Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure by it or of any other party obligor to disclose events that may have occurred perform its Obligations under this Indenture, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, if any, and may affect the significance or accuracy Security Documents. Table of such information.Contents

Trustee’s Disclaimer. The Trustee will and any Security Agent shall not at any time be under any duty or responsibility to any Holder to either calculate the Conversion Price or determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, or in any supplemental indenture, in making the same and shall be protected in relying upon an Officer's Certificate with respect to the same. Neither the Trustee nor any Security Agent shall be accountable with respect to the validity or value (of the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any Security Agent makes any representation with respect thereto. Neither the Trustee nor any Security Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock or share certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any Security Agent shall not be responsible or liable for any failure of the Company to comply with any of the covenants of the Company contained in this Article X. Without limiting the generality of the foregoing, neither the Trustee nor any Security Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 10.11 relating either to the kind or amount of shares of stock or securities or other property and assets (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 10.11 or to any adjustment to be made to the Conversion Rate in connection therewith, but, subject to the provisions of Section 7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor any Security Agent (except for the Bid Solicitation Agent in respect of the determination of the Trading Price as and to the extent provided in Section 10.01) shall be responsible for determining whether any event contemplated by Section 10.01 has occurred which makes the Securities eligible for conversion until the Company has delivered to the Trustee and any Security Agent an Officer's Certificate stating that such event has occurred, on which Certificate the Trustee and any such Security Agent may conclusively rely, and the Company agrees to deliver such Officer's Certificate to the Trustee and any such Security Agent immediately after the occurrence of any such event. The Trustee has no duty to determine when an adjustment under this Article X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon, the Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.09 hereof. The Trustee makes no representation as to the validityvalidity or value of any securities or assets issued upon conversion of Securities, sufficiency or adequacy of this Indenture or and the Notes, it Trustee shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application failure by the Company to comply with any provisions of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Article X. The Trustee shall not be responsible under any responsibility to make determine the correctness of any calculation provisions contained in any supplemental indenture executed pursuant to Section 10.11, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officer's Certificate with respect thereto which the Company is obligated to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance file with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee pursuant to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationSection 10.11 hereof.

Trustee’s Disclaimer. (a) The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture Indenture, the Notes or the NotesCollateral Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Collateral Documents or any other document in connection documents connected with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, and the Trustee assumes no responsibility for their correctness. (b) Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Note Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Note Collateral in its possession if the Note Collateral is accorded treatment substantially equal to that which it accords its own property. (c) The Trustee and the Collateral Agent each makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Note Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Note Collateral created or intended to be created by any matter under this Indentureof the Collateral Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Note Collateral, any Collateral Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Note Collateral, for insuring the Note Collateral or for the payment of taxes, charges, assessments or Liens upon the Note Collateral or otherwise as to the maintenance of the Note Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Document by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will not None of the Trustee, the Security Registrar, the Paying Agent, or the Conversion Agent shall have any duty to determine when an adjustment under this Article 2 should be made, how it should be made or what it should be. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for and makes no determining whether any of a Fundamental Change, a Make-Whole Fundamental Change or a Share Exchange Event shall have occurred. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall have any liability for, shall be accountable for, or shall have been deemed to make any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use value (of the proceeds from the Notes kind or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application amount) of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes shares of Common Stock or pursuant to this Indenture other than its certificate of authenticationany Reference Property. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for (i) any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property upon the surrender of any Series 2025A Note for the purpose of conversion and (ii) the Company’s failure to comply with this Article 2. Neither the Trustee nor the Conversion Agent shall have any duty or be obligated to provide notice of any Share Exchange Event to the Holders or any other party. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for calculating the Last Reported Sale Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, in making the same and shall be entitled to presume that no such event has occurred until the Company has delivered to the Trustee an Officers’ Certificate stating that such event has occurred, upon such Officers’ Certificate the Trustee may conclusively rely, and the Company agrees to deliver such Officers’ Certificate to the Trustee and any such agent immediately after the occurrence of any such event. Without limiting the generality of the foregoing, none of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 2.06 hereof relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable for Holders upon the conversion of their Series 2025A Notes after any Share Exchange Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate and an Opinion of Counsel (which the Trustee Company shall be unqualified or incompetent in accordance obligated to file with applicable law, the Trustee prior to perform the execution of any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligationsupplemental indenture) with respect thereto. The Conversion Agent (if other than the Company) shall have the same protection under this Section 2.08 as the Trustee, in each of its capacities, including without limitation, as Trustee, the Security Registrar and the Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationAgent.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or and the Notes, Notes and it shall not be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, covenant or covenant agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to service of process, taxation or other consequents consequences that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency validity or adequacy of this Indenture Indenture, any Guarantee, the Notes or the Notesany Security Document, it shall not be accountable for the Company’s Issuers’ use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein of the Issuers or any statement Guarantor in the Notes this Indenture or in any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication, but then only to the extent that the Trustee executed the certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee shall have received written notice thereof in accordance with Section 13.01 hereof from the Issuers, any Guarantor, the Paying Agent or any Holder at the Corporate Trust Office of the Trustee. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders and not in its individual capacity and all persons, including without limitation the Holders of Notes and the Issuers having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s Issuers’ compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, covenant or covenant agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Trustee’s Disclaimer. The Trustee will not None of the Trustee, the Security Registrar, the Paying Agent, or the Conversion Agent shall have any duty to determine when an adjustment under this Article 2 should be made, how it should be made or what it should be. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for and makes no determining whether any of a Fundamental Change, a Make-Whole Fundamental Change or a Share Exchange Event shall have occurred. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall have any liability for, shall be accountable for, or shall have been deemed to make any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use value (of the proceeds from the Notes kind or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application amount) of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes shares of Common Stock or pursuant to this Indenture other than its certificate of authenticationany Reference Property. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination None of the Trustee, are adverse the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for (i) any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property upon the surrender of any Series 2024A Note for the purpose of conversion and (ii) the Company’s failure to comply with this Article 2. Neither the Trustee nor the Conversion Agent shall have any duty or be obligated to provide notice of any Share Exchange Event to the Holders or any other party. None of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be responsible for calculating the Last Reported Sale Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, in making the same and shall be entitled to presume that no such event has occurred until the Company has delivered to the Trustee an Officers’ Certificate stating that such event has occurred, upon such Officers’ Certificate the Trustee may conclusively rely, and the Company agrees to deliver such Officers’ Certificate to the Trustee and any such agent immediately after the occurrence of any such event. Without limiting the generality of the foregoing, none of the Trustee, the Security Registrar, the Paying Agent or the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 2.06 hereof relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable for Holders upon the conversion of their Series 2024A Notes after any Share Exchange Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate and an Opinion of Counsel (which the Trustee Company shall be unqualified or incompetent in accordance obligated to file with applicable law, the Trustee prior to perform the execution of any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligationsupplemental indenture) with respect thereto. The Conversion Agent (if other than the Company) shall have the same protection under this Section 2.08 as the Trustee, in each of its capacities, including without limitation, as Trustee, the Security Registrar and the Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationAgent.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture Indenture, the Notes, the Intercreditor Agreement or the NotesCollateral Documents, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Documents or any other document in connection documents connected with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee’s certificate of authentication, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Note Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Note Collateral in its possession if the Note Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee and the Collateral Agent each makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Note Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Note Collateral created or intended to be created by any matter under this Indentureof the Collateral Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Note Collateral, any Collateral Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Note Collateral, for insuring the Note Collateral or for the payment of taxes, charges, assessments or Liens upon the Note Collateral or otherwise as to the maintenance of the Note Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Document by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Neither the Trustee will not nor the Notes Collateral Agent shall be responsible for for, and neither the Trustee nor the Notes Collateral Agent makes no any representation as to the validity, sufficiency validity or adequacy of this Indenture or the Notes, it nor shall not either be accountable for the CompanyIssuer’s use of the proceeds from the Notes or any money paid to the Company Issuer or upon the CompanyIssuer’s direction under any provision of this Indenture, it will . The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Neither the Trustee nor the Notes Collateral Agent shall not be responsible to make for making any calculation with respect to any matter under this Indenture. The Neither the Trustee nor Notes Collateral Agent shall have no any duty to monitor or investigate the CompanyIssuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee or Notes Collateral Agent, as the case may be, made in this Indenture. No provision of this Indenture Neither the Trustee nor the Notes Collateral Agent shall be deemed responsible for, and make no representation as to impose the existence, genuineness, value or protection of, any duty Collateral, for the legality, effectiveness or obligation on sufficiency of any Security Document or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes. Neither the Trustee to perform nor the Notes Collateral Agent shall be responsible for filing any act financing or acts, receive continuation statements or obtain recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationCollateral.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s 's direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the issuance or sale of the Notes or pursuant to this Indenture other than in its certificate of authentication. The Trustee makes no representations as to the value, condition or adequacy of the Collateral or any part thereof, or as to the title of the Company or as to the security afforded or intended to be afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder, or as to the validity, attachment, perfection, priority or enforceability of the Liens in any of the Collateral created or intended to be created by this Indenture or any Transaction Document. The Trustee shall not be responsible have no responsibility to make or to see to the making of any calculation recording, filing or registration of any instrument or notice (including any financing or continuation statement or any tax or securities form) (or any rerecording, refiling or reregistration of any thereof) at any time in any public office or elsewhere for the purpose of perfecting, maintaining the perfection of or otherwise making effective the Lien of this Indenture or any Transaction Documents or for any other purpose, and shall have no responsibility for insuring the Collateral or for paying any taxes, charges or assessments on or relating to the Collateral or for otherwise maintaining the Collateral, including, but not limited to, compliance with respect to Environmental Laws, the investigation or remediation of Hazardous Materials, or any other environmental matter under this Indentureaffecting the Company or the Collateral or any part thereof. The Trustee shall have no duty as to monitor any Collateral in its possession or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, control or in which, the possession or control of any agent or bailee or any income thereon or as a result thereofto preservation of rights against prior parties or any other rights pertaining thereto. Except as required in connection with fulfilling its obligations pursuant to Sections 6.02 and Section 7.03 hereof, the Trustee shall become subject have no duty to taxation ascertain or other consequents that, in inquire as to the sole determination performance or observance of any of the Trustee, are adverse to terms of this Indenture or any Transaction Document by the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates Company or any other Person that is a party contained in the Offering Memorandum thereto or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity, adequacy or sufficiency or adequacy of this Indenture or Indenture, the Notes, the Intercreditor Agreement or the Collateral Agreements, and it shall not be accountable for the Company’s 's use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the TrusteeNotes, and it will shall not be responsible for any statement or recital herein or any statement of the Company in this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Agreements or any other document documents in connection with the sale issuance of the Notes or pursuant to this Indenture other than its the Trustee's certificate of authentication, which shall be taken as the statement of Company, and the Trustee assumes no responsibility for their correctness. Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Trustee makes no representations as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to make the security afforded or intended to be afforded thereby, hereby or by any calculation with respect Collateral Document, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any matter under this Indentureof the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no duty to monitor ascertain or investigate inquire as to the Company’s compliance with performance or observance of any of the breach of, or cause to be performed or observed, any representation, warranty or covenant made in this Indenture. No provision terms of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to taxation or other consequents that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in Collateral Agreement by the Offering Memorandum or any of the related documents or for any failure by it Company or any other Person that is a party to disclose events that may have occurred and may affect the significance thereto or accuracy of such informationbound thereby.

Trustee’s Disclaimer. The Trustee will shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authenticationauthentication on the Notes and the thirteenth “WHEREAS” clause of this Indenture. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty warranty, or covenant covenant, or agreement of any Person, other than the Trustee, made in this Indenture. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which, as a result thereof, the Trustee shall become subject to service of process, taxation or other consequents consequences that, in the sole determination of the Trustee, are adverse to the Trustee, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation. The Trustee, in each of its capacities, including without limitation, as Trustee, Paying Agent and Registrar, assumes no responsibility for the accuracy or completeness of the information concerning it or its affiliates or any other party contained in the Offering Memorandum or any of the related documents or for any failure by it or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.