military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(k) In no event shall the Trustee be responsible or liable for any 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.
||Individual Rights of Trustee. |
The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest, as
defined in the TIA, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA and to the extent permitted by TIA § 3.10(b)) or resign. If the
Trustee fails to eliminate the conflicting interest, obtain permission or resign within 10 days of the expiration of the 90-day period, the Trustee is required to notify the Holders to this effect, and
any Holder that has been a bona fide Holder for at least six months may petition a court to remove the Trustee and appoint a successor trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.
||Trustees Disclaimer. |
The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes or the Note Guarantees, it shall not be accountable for the Companys use of the proceeds from the Notes or any money paid to the Company or upon the Companys
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 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.
||Notice of Defaults. |
If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee will mail or deliver to Holders of Notes a notice of the Default or Event of Default within 90 days after receipt of notice of the occurrence of the Event of Default.
||Reports by Trustee to Holders of the Notes. |
(a) Within 60 days after each
April 15 beginning April 15, 2016, and for so long as Notes remain outstanding, the Trustee will deliver to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event
described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit or deliver all reports as
required by TIA § 313(c).
(b) A copy of each report at the time of its delivery to the Holders of Notes will be delivered by the
Trustee to the Company and filed by the Trustee with the SEC, if required, and each stock exchange on which the Notes are listed, if any, in accordance with TIA § 313(d). The Company will promptly notify the Trustee in writing when
the Notes are listed on any stock exchange.