Common use of Acceptance of Trust Clause in Contracts

Acceptance of Trust. Trustee hereby accepts the trust created by this Deed of Trust, upon the terms and subject to the conditions set forth herein, including the following: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to (i) the description, identification or value of any or all of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Note. (b) Trustee (i) may exercise Trustee's powers and perform Trustee's duties hereunder by or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconduct. (c) Trustee, in Trustee's discretion may consult with legal counsel to be selected and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunder.

Acceptance of Trust. The Trustee hereby accepts the trust created by of this Deed of Trust, Indenture upon the following terms and subject conditions, to which the conditions set forth herein, including parties and the followingregistered owners of the Bonds agree: (a) The Trustee assumes prior to the occurrence of an Event of Default and after curing all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no responsibility for implied covenants or obligations shall be read into this Indenture against the Trustee. If any Event of Default under this Indenture shall have occurred and makes no warranties whatsoever as to (i) be continuing, the description, identification or value of any or all Trustee shall exercise such of the Property, (ii) rights and powers vested in it by this Indenture and shall use the validity same degree of Loan Documents, (iii) Grantor's present care as a prudent person would exercise or future financial condition, use in the circumstance in the conduct of such person’s own affairs. The Trustee agrees to perform such trusts only upon and subject to the expressed terms or (iv) the validity or collectibility of the Noteconditions set forth in this Indenture. (b) The Trustee (i) may exercise Trustee's powers and perform Trustee's duties hereunder by or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for annually prepare a financial report covering all funds of the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising Authority established under this Deed Indenture and shall furnish a copy to the Authority annually and to the original purchaser of Trust or otherwise, except for Trustee's own willful misconductthe Bonds upon request. The annual statement provided by the Trustee to the Authority detailing the year’s transactions and year-end balances shall fulfill this requirement. (c) Trustee, in Trustee's discretion may consult with legal counsel The Trustee shall be under no obligation to be selected and employed by themsee to the filing or recording of this Indenture or any indenture supplemental hereto, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee the Registrar may authenticate and deliver the Bonds in accordance with the opinion provisions hereof prior to the filing or recording of such counselthis Indenture. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunder.

Acceptance of Trust. The Trustee hereby accepts the trust created by this Deed of Trust, upon the terms and subject to the conditions set forth herein, including the following:express duties and (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied duties (including fiduciary duties), covenants or value of any or all of obligations shall be read into this Indenture against the Property, Trustee; and (ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively rely, not only as to due execution, validity of Loan Documentsand effectiveness, (iii) Grantor's present or future financial condition, or (iv) but also as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon Authority Orders, Noteholder directions, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such Authority Orders, Noteholder directions, certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee (i) may shall have actual knowledge or shall have received written notice thereof, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys use under the circumstances in the conduct of his or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's her own willful misconductaffairs. (c) TrusteeBefore taking any action hereunder requested by the Noteholders, in Trustee's discretion the Trustee may consult with legal require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the applicable Noteholders, for the reimbursement of all fees and expenses (including those of its counsel and agents) to which it may be selected put and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselprotect it against all liability. (d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct (as determined by a court of competent jurisdiction), except that (i) this subsection (d) shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be under liable for any obligation error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to sell any action taken or all omitted to be taken in accordance with the directions of (A) the Noteholders of not less than a majority of the Property Outstanding Amount of the Highest Priority Notes, or, with respect to a declaration of acceleration based solely upon Section 6.01(c) hereof or waiver of such declaration or of the underlying Event of Default, of a default majority of the Outstanding Amount of each Class of Notes, relating to the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee pursuant to Article VI hereto; or (B) the Authority, relating to any other actions that the Trustee may be required or permitted to take hereunder; subject, however, to satisfaction of any express requirements hereof that may be applicable thereto; and (iv) no provision of this Indenture or any other Basic Document shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or to take any other action authorized to be taken by Trustee in the event exercise of any default hereunderof its rights or powers. (e) Whether or not therein expressly so provided, except upon every provision of this Indenture and each other Basic Document relating to the written demand conduct or affecting the liability of Agent furnishing security or indemnity satisfactory affording protection to the Trustee against costs, expenses, and liabilities incurred or which may shall be incurred in selling subject to the Property or taking such other action authorized to be taken by Trustee hereunderprovisions of this Article.

Acceptance of Trust. The Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustAgreement, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, identification and no implied covenants or value of any or all of obligations shall be read into this Agreement against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Agreement and whether or not they contain the statements required under this Agreement. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Agreement, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeNo provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in Trustee's discretion may consult with legal counsel to be selected and employed by themthe exercise of any of its rights or powers, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion if repayment of such counselfunds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be under any obligation subject to sell any or all the provisions of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderthis Section.

Acceptance of Trust. The Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustAgreement, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, identification and no implied covenants or value of any or all of obligations shall be read into this Agreement against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Agreement and whether or not they contain the statements required under this Agreement. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Agreement, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent man would exercise or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeNo provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any liability or to institute or defend any suit in respect hereof in the performance of any of its duties hereunder, or in Trustee's discretion may consult with legal counsel the exercise of any of its rights or powers, unless adequately indemnified to be selected and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselits satisfaction. (d) Whether or not herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be under any obligation subject to sell any or all the provisions of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderthis Section.

Acceptance of Trust. The Trustee hereby accepts the trust trusts hereby created by this Deed of Trust, upon the terms and subject conditions in this Indenture specified, to all of which the conditions set forth herein, including Company and the followingholders of Outstanding Notes by their acceptance thereof agree: (aA) Except during the continuance of an Event of Default, (1) the Trustee assumes undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no responsibility for and makes no warranties whatsoever implied covenants or obligations shall be read into this Indenture against the Trustee, and; (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to (i) the descriptiontruth of the statements and the correctness of the opinions expressed therein, identification upon certificates or value opinions furnished to it, and conforming to the requirements of this Indenture; but in the case of any such certificates or all opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Notethis Indenture. (bB) In case an Event of Default has occurred and is continuing, the Trustee (i) may shall exercise Trustee's such of the rights and powers and perform Trustee's duties hereunder vested in it by or through such attorneys or agents and servants as they shall appointthis Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iiC) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subdivision shall not be answerable or liable construed to limit the effect of subdivision (1A) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or this Section; (2) the Trustee shall not be liable for any act or omission error of Lender, or judgment made in good faith by a Responsible Officer unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts; (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconduct. (c) Trustee, in Trustee's discretion may consult with legal counsel to be selected and employed by them, and the Trustee shall incur no liability not be liable with respect to Grantor, Agent or any other person by reason of anything done, suffered to be done action taken or omitted to be done taken by Trustee it in good faith in accordance with the opinion direction of the holders of not less than a majority in principal amount of the Notes at the time Outstanding relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; (4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such counsel. (d) Trustee shall funds or adequate indemnity against such risk or liability is not be under any obligation reasonably assured to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunder.it; and

Acceptance of Trust. The Trustee hereby accepts the trust trusts hereby created by this Deed of Trust, upon the terms and subject conditions in this Indenture specified, to all of which the conditions set forth herein, including Company and the followingholders of Outstanding Notes by their acceptance thereof agree: (a) Except during the continuance of an Event of Default, (1) the Trustee assumes undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no responsibility for and makes no warranties whatsoever implied covenants or obligations shall be read into this Indenture against the Trustee, and; (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to (i) the descriptiontruth of the statements and the correctness of the opinions expressed therein, identification upon certificates or value opinions furnished to it, and conforming to the requirements of this Indenture; but in the case of any such certificates or all opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Notethis Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee (i) may shall exercise Trustee's such of the rights and powers and perform Trustee's duties hereunder vested in it by or through such attorneys or agents and servants as they shall appointthis Indenture, and (ii) shall not be answerable use the same degree of care and skill in their exercise, as a prudent man would exercise or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeNo provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, in Trustee's discretion may consult with legal counsel its own negligent failure to act, or its own willful misconduct, except that (1) this subdivision shall not be selected and employed by them, and construed to limit the effect of subsection (a) of this Section; (2) the Trustee shall incur no liability not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts; (3) the Trustee shall not be liable with respect to Grantor, Agent or any other person by reason of anything done, suffered to be done action taken or omitted to be done taken by Trustee it in good faith in accordance with the opinion direction of the holders of not less than a majority in principal amount of the Notes at the time Outstanding relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; (4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such counselfunds or adequate indemnity against such risk or liability is not reasonably assured to it; and (5) the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (e) The Trustee shall not be under required to take notice or be deemed to have notice of any obligation Event of Default hereunder except failure by the Company to sell cause to be made any or all of the Property upon a default hereunder, or payments to take any other action authorized the Trustee required to be taken made to the Trustee by any provision hereof or failure by the Company to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Notes, unless the Trustee shall be specifically notified in writing of such Event of Default by the Company or by the holders of at least twenty-five percent (25%) in aggregate principal amount of outstanding Notes, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the main office of the Trustee, and in the event absence of any default hereunder, such notice so delivered the Trustee may conclusively assume there is no Event of Default except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderas aforesaid.

Acceptance of Trust. The Indenture Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustIndenture, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionIndenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Indenture Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Indenture Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Indenture Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent corporate indenture trustee would exercise or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for use under the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconductcircumstances. (c) TrusteeBefore taking any action hereunder requested by Registered Owners, in Trustee's discretion the Indenture Trustee may consult with legal counsel to require that it be selected furnished an indemnity bond or other indemnity and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costsit by the Registered Owners, expensesas applicable, and liabilities incurred or for the reimbursement of all expenses to which it may be incurred in selling the Property or taking such other action authorized put and to be taken by Trustee hereunderprotect it against all liability.

Acceptance of Trust. The Trustee hereby accepts the trust trusts hereby created by this Deed of Trust, upon the terms and subject conditions in this Indenture specified, to all of which the conditions set forth herein, including Company and the followingholders of Outstanding Notes by their acceptance thereof agree: (aA) Except during the continuance of an Event of Default, (1) the Trustee assumes undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no responsibility for and makes no warranties whatsoever implied covenants or obligations shall be read into this Indenture against the Trustee, and; (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to (i) the descriptiontruth of the statements and the correctness of the opinions expressed therein, identification upon certificates or value opinions furnished to it, and conforming to the requirements of this Indenture; but in the case of any such certificates or all opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Notethis Indenture. (bB) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (iC) may exercise No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subdivision shall not be construed to limit the effect of subdivision (A) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in Principal amount of the Notes at the time Outstanding relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee's powers and perform Trustee's , or exercising any trust or power conferred upon the Trustee under this Indenture; (4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder by or through in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such attorneys funds or agents and servants adequate indemnity against such risk or liability is not reasonably assured to it; and (5) the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as they shall appointa duty, and (ii) the Trustee shall not be answerable or liable (1) for the acts, other than its negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconductdefault. (cD) TrusteeWhether or not therein expressly so provided, in Trustee's discretion may consult with legal counsel every provision of this Indenture relating to be selected and employed by them, and the conduct or affecting the liability of or affording protection to the Trustee shall incur no liability be subject to Grantor, Agent or any other person by reason the provisions of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselthis Section. (dE) The Trustee shall not be under required to take notice or be deemed to have notice of any obligation Event of Default hereunder except failure by the Company to sell cause to be made any or all of the Property upon a default hereunder, or payments to take any other action authorized the Trustee required to be taken made to the Trustee by any provision hereof or failure by the Company to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Notes, unless the Trustee shall be specifically notified in writing of such Default by the Company or by the holders of at least twenty- five percent (25%) in aggregate Principal amount of Outstanding Notes, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the main office of the Trustee, and in the event absence of any default hereunder, such notice so delivered the Trustee may conclusively assume there is no Event of Default except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderas aforesaid.

Acceptance of Trust. The Trustee hereby accepts the trust created by this Deed of Trust, upon the terms and subject to the conditions set forth herein, including the following:trusts imposed upon (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys use under the circumstances in the conduct of his or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's her own willful misconductaffairs. (c) TrusteeBefore taking any action hereunder requested by Registered Owners, in Trustee's discretion the Trustee may consult with legal counsel to require that it be selected furnished an indemnity bond or other indemnity and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costsit by the Registered Owners, expensesas applicable, and liabilities incurred or for the reimbursement of all expenses to which it may be incurred in selling the Property or taking such other action authorized put and to be taken by Trustee hereunderprotect it against all liability.

Acceptance of Trust. The Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustAgreement, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Until a Termination Event has occurred, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, identification and no implied covenants or value of any or all of obligations shall be read into this Agreement against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Agreement and whether or not they contain the statements required under this Agreement. (b) Trustee (i) may Upon the occurrence of a Termination Event, the Trustee, in exercising the rights and powers vested in it by this Agreement, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent corporate indenture trustee would exercise or through such attorneys or agents and servants as they shall appointuse under the circumstances in the conduct of his own affairs, and (ii) shall not be answerable or liable (1) for the acts, negligence or default any error of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable carejudgment, or (2) for any act done or omission step taken or omitted by it, in good faith, unless it shall be proved that such error of Lender, judgment or (3) for any other cause arising under this Deed act was the result of Trust or otherwise, except for the Trustee's own negligence or willful misconduct. (c) TrusteeNo provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any liability or to institute or defend any suit in respect hereof in the performance of any of its duties hereunder, or in Trustee's discretion may consult with legal counsel the exercise of any of its rights or powers, unless adequately indemnified to be selected and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselits satisfaction. (d) Whether or not herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be under any obligation subject to sell any or all the provisions of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderthis Section.

Acceptance of Trust. The Trustee hereby accepts the trust created by this Deed of Trust, upon the terms and subject to the conditions set forth herein, including the following:trusts imposed upon (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Trustee; and (ii) in the validity absence of Loan Documentsmanifest error or bad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of, any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in its exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys use under the circumstances in the conduct of his or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's her own willful misconductaffairs. (c) Before taking any action hereunder or refraining from taking any action hereunder, the Trustee may require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the Corporation or the Registered Owners, as applicable, for the reimbursement of all expenses to which it may be put and to protect it against all liability including costs incurred in defending itself against any and all charges, claims, complaints, allegations, assertions or demands of any nature whatsoever arising from or related to its role as Trustee, in Trustee's discretion may consult except liability which results from the negligence, willful misconduct or manifest error of the Trustee including without limitation negligence, willful misconduct or manifest error with legal counsel respect to be selected moneys deposited and employed by them, and Trustee shall incur no liability applied pursuant to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselthis Indenture. (d) The Trustee shall not be under required to give any obligation to sell any bond or all surety in respect of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event performance of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, its powers and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee duties hereunder. (e) Regardless of whether as provided therein, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article.

Acceptance of Trust. The Trustee hereby accepts the trust trusts hereby created by this Deed of Trust, upon the terms and subject conditions in this Indenture specified, to all of which the conditions set forth herein, including Company and the followingholders of Outstanding Notes by their acceptance thereof agree: (a) Except during the continuance of an Event of Default, (1) the Trustee assumes undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no responsibility for and makes no warranties whatsoever implied covenants or obligations shall be read into this Indenture against the Trustee, and; (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to (i) the descriptiontruth of the statements and the correctness of the opinions expressed therein, identification upon certificates or value opinions furnished to it, and conforming to the requirements of this Indenture; but in the case of any such certificates or all opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Notethis Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee (i) may shall exercise Trustee's such of the rights and powers and perform Trustee's duties hereunder vested in it by or through such attorneys or agents and servants as they shall appointthis Indenture, and (ii) shall not be answerable use the same degree of care and skill in their exercise, as a prudent man would exercise or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeNo provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, in Trustee's discretion may consult with legal counsel its own negligent failure to act, or its own willful misconduct, except that (1) this subdivision shall not be selected and employed by them, and construed to limit the effect of subsection (a) of this Section; (2) the Trustee shall incur no liability not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts; (3) the Trustee shall not be liable with respect to Grantor, Agent or any other person by reason of anything done, suffered to be done action taken or omitted to be done taken by Trustee it in good faith in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all direction of the Property upon holders of not less than a default hereunder, or to take any other action authorized to be taken by Trustee majority in principal amount of the event of any default hereunder, except upon Notes at the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunder.time Outstanding

Acceptance of Trust. The Trustee hereby accepts the trust created by of this Deed Indenture and the duties of Trust, Paying Agent upon the following terms and subject conditions, to which the conditions set forth herein, including parties and the followingregistered owners of the Bonds agree: (a) The Trustee assumes no responsibility for and makes no warranties whatsoever as to (i) the description, identification or value of any or shall annually prepare a financial report covering all funds of the Property, (ii) Authority established under this Indenture and shall furnish a copy to the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) Authority and to the validity or collectibility original purchaser of the NoteBonds. (b) The Trustee shall be under no obligation to see to the filing or recording of this Indenture or any indenture supplemental hereto and the Registrar may authenticate and deliver the Bonds in accordance with the provisions hereof prior to the filing or recording of this Indenture. (c) The Trustee shall be entitled to reasonable compensation for all services rendered in the execution of the trusts hereby created, and may employ agents, attorneys and counsel in the execution of such trusts; and the compensation of the Trustee, as well as the reasonable compensation of its attorneys and counsel and of such persons as it may employ in the administration or management of the trust hereunder, and all other reasonable expenses necessarily incurred or actually disbursed hereunder, the Authority agrees to pay to the Trustee on demand. In the event of a default in the payment of principal of or interest on the Bonds, the Trustee shall have in order to secure the payment of any and all such compensation and expenses, a lien on the Trust Estate and on all funds in the hands of the Trustee not held in trust for any specific purpose in priority to the rights and claims of the registered owners of the Bonds, which claims and rights of the registered owners of the Bonds shall be subordinate to: (i) may exercise Trustee's powers the right of the Trustee to receive payment of any and perform Trustee's duties hereunder by or through all such attorneys or agents compensation and servants as they shall appoint, expenses and (ii) such lien of the Trustee. To the extent permitted by law, the Authority shall indemnify and save harmless the Trustee from all losses, liabilities, costs and expenses, including attorney fees and expenses, which may be incurred by it as a result of its acceptance of or arising from the performance of its duties hereunder, unless such losses, liabilities, costs and expenses shall have been finally adjudicated to have resulted from the willful misconduct or gross negligence of the Trustee, and such indemnification shall survive its resignation or removal of the Trustee or the defeasance of this Indenture. (d) The Trustee shall not be answerable or liable responsible in any manner for: (1) for The validity, execution, acknowledgment, filing or recording of this Indenture or any indenture supplemental hereto, or the actsrefiling or recording thereof; (2) Any recitals, negligence covenants or agreements of the Authority in the Bonds or herein contained, except to pay from the Operation Fund expenses incurred by the Authority to enable it to comply with its covenants contained herein; (3) The amount, value or description of the Trust Estate, or the fixing or continuance thereof of the lien hereof; (4) The default or misconduct of any such attorney, agent or servant which they may so appointemployee appointed by it, so long as they select them if such agent or employee has been selected with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under anything done by it in connection with this Deed of Trust or otherwisetrust, except for Trustee's own its willful misconduct.misconduct or gross negligence; (c5) Trustee, The consequence of any act done in Trustee's discretion may consult with legal counsel to be selected and employed good faith; (6) Any actions taken by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by the Trustee in accordance with the opinion of such counsel; or (7) The loss of any money caused by the insolvency, act, default or omission of any Paying Agent. (de) The Trustee shall be under no obligation to keep advised or informed as to whether the Authority is in default under any of the terms or covenants of this Indenture; and unless and until the Trustee has received written notice to the contrary from the registered owners of at least five percent (5%) in principal amount of the Bonds then outstanding hereunder, the Trustee may, for all purposes of this Indenture, assume that the Authority is not in default hereunder and that none of the events hereinbefore defined as “events of default” has happened. (f) The Trustee shall not be under required to appear in or defend any obligation suit which may be brought against it respecting the Trust Estate, or by reason of being Trustee hereunder, or to sell institute any suit or all of the Property upon a default hereunderproceeding to enforce any covenant or remedy herein provided, or to take any action toward the execution or enforcement of the trusts hereby created, which, in the opinion of the Trustee, will be likely to involve the Trustee in expense or liability, or to foreclose this Indenture, unless the registered owners of the Bonds or some part thereof shall furnish the Trustee with reasonable security and indemnity against such expense or liability. (g) The Trustee shall be fully protected in acting upon or in accordance with any notice or request, consent, certificate, demand, resolution or other action instrument or document believed by the Trustee to be genuine and to have been signed, authorized, executed, certified or sealed by the proper person or persons; and the Trustee is authorized to accept the certificate of the Secretary-Treasurer of the Authority to any resolution of the Board of Directors or members of the Authority as conclusive evidence that such resolution was duly and lawfully adopted and is binding upon the Authority. (h) The Trustee, or any officer or director of the Trustee, may acquire and hold Bonds issued hereunder or may engage in or be taken interested in any financial or other transaction in which the Authority may be interested, and the Trustee may be depository, trustee, transfer agent, registrar or agent of the Authority, or for any committee or other body in respect to the Bonds, notes, debentures, obligations or securities of the Authority, whether or not issued pursuant hereto. (i) The Trustee may, in relation to any powers or duties imposed upon it by this Indenture, act upon the opinion or advice of an attorney, surveyor, engineer or accountant, whether retained by the Trustee or by the Authority, and shall not be responsible for any loss resulting from any action or non-action in accordance with any such opinion or advice. (j) The Trustee is relieved from filing any inventory, or qualifying under the event jurisdiction of any default hereundercourt or otherwise complying with the provisions of Indiana Code 30-4-5, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenseswith any laws amendatory thereof or supplemental thereto, and liabilities incurred the provisions of said law are hereby waived. (k) The Trustee agrees to accept and act upon instructions or which may directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Authority elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee acts upon such instructions, the Trustee shall not be incurred in selling liable for any losses, costs or expenses arising directly or indirectly from the Property Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or taking are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such other action authorized electronic methods to be taken submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by Trustee hereunderthird parties.

Acceptance of Trust. The Trustee hereby accepts the trust Trust created and provided for, by and in this Deed of Trust, agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Beneficiaries, subject to all the terms and conditions herein set forth hereinforth, including the followingand provided that: (a) the Trustee assumes no responsibility shall not be liable for and makes no warranties whatsoever as any action taken or omitted to (i) the descriptionbe taken by it under or in connection with this agreement, identification except for its own bad faith, fraud, gross negligence or value of any or all of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Note.wilful misconduct; (b) the Trustee (i) may exercise Trustee's powers may, if it is acting in good faith, conclusively rely, as to the truth of the statements and perform Trustee's duties hereunder the correctness of the opinions expressed therein, upon any instruction, advice, certificate, declaration, notice, opinion or other document believed by it to be genuine and to have been signed or through presented by the proper party or parties and shall incur no liability with respect to any action taken or omitted to be taken in accordance with such attorneys instruction, advice, certificate, declaration, notice, opinion or agents and servants as they shall appointother document, and (ii) the Trustee need not but may, in its discretion, make such further inquiry or investigation into the facts or matters set out therein as it may see fit, and, if a Trustee shall not be answerable determine to make such further inquiry or liable (1) for the actsinvestigation, negligence it shall incur no liability or default additional liability of any kind by reason of such attorney, agent inquiry or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconduct.investigation; (c) Trusteebefore it acts or refrains from acting, in Trustee's discretion the Trustee may consult with legal request that United Royale and/or Canco deliver an opinion of counsel to be selected and employed by themand/or an Officer’s Certificate setting forth the names of individuals and/or titles of offmake such further inquiry or investigation, and Trustee it shall incur no liability to Grantor, Agent or additional liability of any other person kind by reason of anything donesuch inquiry or investigation;icers authorized at such time to take specified actions pursuant to this agreement, suffered and the Trustee shall not be liable for any action it takes or omits to be done or omitted to be done by Trustee take in accordance with the good faith in reliance on such opinion of such counsel.counsel or Officer’s Certificate, and unless otherwise specifically provided in this agreement, any demand, request, direction or notice from United Royale and/or Canco shall be sufficient if signed by an officer of United Royale and/or Canco, respectively; and (d) the Trustee shall retain the right not to act and shall not be under any obligation liable for refusing to sell any act if, due to a lack of information or all of the Property upon a default hereunder, or to take for any other action authorized reason whatsoever, the Trustee, in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to be taken by Trustee in the event terms of this agreement or the law or regulation of any default hereunderjurisdiction or any order or directive of any court, except upon the written demand of Agent furnishing security governmental agency or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderregulatory body.

Acceptance of Trust. The Trustee hereby accepts the trust created by this Deed of Trust, upon the terms and subject to the conditions set forth herein, including the following:trusts imposed upon (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys use under the circumstances in the conduct of his or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's her own willful misconductaffairs. (c) TrusteeBefore taking any action hereunder requested by Registered Owners, in Trustee's discretion the Trustee may consult with legal counsel require that it be furnished an indemnity bond or other indemnity and security satisfactory to it by the Registered Owners, as applicable, for the payment of all expenses to which it may be selected put and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselprotect it against all liability. (d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be under liable for any obligation to sell any error of judgment made in good faith by an employee or all officer of the Property upon a default hereunderTrustee with responsibility for administering this Indenture, unless it shall be proven that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or to take any other action authorized omitted to be taken by it in good faith in accordance with the direction of the Registered Owners of a majority in aggregate principal amount of the Outstanding Notes, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the event performance of any default of its duties hereunder, except upon or in the written demand exercise of Agent furnishing security any of its rights or indemnity satisfactory powers. (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee against costs, expenses, and liabilities incurred or which may shall be incurred in selling subject to the Property or taking such other action authorized to be taken by Trustee hereunderprovisions of this Section.

Acceptance of Trust. The Trustee hereby accepts the trust trusts hereby created by this Deed of Trust, upon the terms and subject conditions in this Indenture and any supplemental indenture(s) specified, to all of which the conditions set forth herein, including Company and the followingholders of outstanding Notes by their acceptance thereof agree: (a) Except during the continuance of an Event of Default, (1) the Trustee assumes undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and any supplemental indenture(s), and no responsibility for and makes no warranties whatsoever implied covenants or obligations shall be read into this Indenture or any supplemental indenture(s) against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to (i) the descriptiontruth of the statements and the correctness of the opinions expressed therein, identification upon certificates or value opinions furnished to it, and conforming to the requirements of this Indenture and any supplemental indenture(s); but in the case of any such certificates or all opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Notethis Indenture and any supplemental indenture(s). (b) In case an Event of Default has occurred and is continuing, the Trustee (i) may shall exercise Trustee's such of the rights and powers vested in it by this Indenture and perform Trustee's duties hereunder by or through such attorneys or agents and servants as they shall appointany supplemental indenture, and (ii) shall not be answerable use the same degree of care and skill in their exercise, as a prudent person would exercise or liable (1) for use under the acts, negligence circumstances in the conduct of his or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's her own willful misconductaffairs. (c) TrusteeNo provision of this Indenture or any supplemental indenture shall be construed to relieve the Trustee from liability for its own negligent action, in Trustee's discretion may consult with legal counsel its own negligent failure to act, or its own willful misconduct, except that (1) this subdivision shall not be selected and employed by them, and construed to limit the effect of subsection (a) of this Section; (2) the Trustee shall incur no liability not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts; (3) the Trustee shall not be liable with respect to Grantor, Agent or any other person by reason of anything done, suffered to be done action taken or omitted to be done taken by Trustee it in good faith in accordance with the opinion direction of such counselthe holders 47 of not less than a majority in principal amount of the Notes at the time outstanding relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture or any supplemental indenture; (4) none of the provisions contained in this Indenture or any supplemental indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers; and (5) the permissive right of the Trustee to do things enumerated in this Indenture and any supplemental indenture(s) shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. (d) Whether or not therein expressly so provided, every provision of this Indenture and any supplemental indenture(s) relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be under any obligation subject to sell any or all the provisions of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderthis Section.

Acceptance of Trust. The Indenture Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustIndenture, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionIndenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Indenture Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Indenture Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Indenture Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeBefore taking any action hereunder requested by Noteholders, in Trustee's discretion the Indenture Trustee may consult with legal counsel require that it be furnished an indemnity bond or other indemnity and security satisfactory to be selected it by the Noteholders for the reimbursement of all expenses it may incur and employed by them, and Trustee shall incur no to protect it against liability to Grantor, Agent or arising from any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by the Indenture Trustee in the event of (excluding, however, any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by the Indenture Trustee hereunderacting as Master Servicer pursuant to Section 6.15).

Acceptance of Trust. The Trustee hereby accepts the trust created by of this Deed Indenture and the duties of Trust, Paying Agent upon the following terms and subject conditions, to which the conditions set forth herein, including parties and the following:registered owners of the Bonds agree:‌ (a) The Trustee assumes shall no responsibility for and makes no warranties whatsoever as to (i) the description, identification or value of any or less than annually prepare a Trustee statement covering all funds of the Property, (ii) Authority established under this Indenture and shall furnish a copy to the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) Authority and to the validity or collectibility purchaser of the NoteBonds upon written request of the purchaser of the Bonds. (b) The Trustee (i) shall be under no obligation to see to the filing or recording of this Indenture or any indenture supplemental hereto and the Registrar may exercise Trustee's powers authenticate and perform Trustee's duties hereunder by deliver the Bonds in accordance with the provisions hereof prior to the filing or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default recording of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconductIndenture. (c) The Trustee shall be entitled to reasonable compensation for all services rendered in the execution of the trusts hereby created, and may employ agents, attorneys and counsel in the execution of such trusts; and the compensation of the Trustee, as well as the reasonable compensation of its attorneys and counsel and of such persons as it may employ in Trustee's discretion may consult with legal counsel to be selected and employed by themthe administration or management of the trust hereunder, and Trustee shall incur no liability to Grantor, Agent all other reasonable expenses necessarily incurred or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default actually disbursed hereunder, or the Authority agrees to take any other action authorized pay to be taken by the Trustee in on demand. In the event of a default in the payment of principal of or interest on the Bonds, the Trustee shall have in order to secure the payment of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, and all such compensation and expenses, a lien on the Trust Estate and liabilities incurred on all funds in the hands of the Trustee not held in trust for any specific purpose in priority to the rights and claims of the registered owners of the Bonds, which claims and rights of the registered owners of the Bonds shall be subordinate to: (i) the right of the Trustee to receive payment of any and all such compensation and expenses and (ii) such lien of the Trustee. If the Trustee renders any service hereunder not provided for in this Indenture, or which may the Trustee is made a party to or intervenes in any litigation pertaining to this Indenture, the Trustee shall be incurred in selling compensated by the Property Authority for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees unless such claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses are caused by the gross negligence or taking such other action authorized to be taken by willful misconduct of the Trustee. In the event of bankruptcy the fees and expenses of the Trustee hereundershall constitute administrative expenses.

Acceptance of Trust. The Trustee hereby accepts the trust created by this Deed of Trust, upon the terms and subject to the conditions set forth herein, including the following:trusts imposed (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty of reasonable care to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent person would exercise or through such attorneys use under the circumstances in the conduct of his or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's her own willful misconductaffairs. (c) TrusteeBefore taking any action hereunder requested by Registered Owners, in Trustee's discretion the Trustee may consult with legal counsel to require that it be selected furnished an indemnity bond or other indemnity and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costsit by the Registered Owners, expensesas applicable, and liabilities incurred or for the reimbursement of all expenses to which it may be incurred in selling the Property or taking such other action authorized put and to be taken by Trustee hereunderprotect it against all liability.

Acceptance of Trust. The Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustAgreement, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, identification and no implied covenants or value of any or all of obligations shall be read into this Agreement against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Agreement and whether or not they contain the statements required under this Agreement. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Agreement, shall use the same degree of care and skill in their exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent man would exercise or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeNo provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in Trustee's discretion may consult with legal counsel to be selected and employed by themthe exercise of any of its rights or powers, and Trustee if it shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion have reasonable grounds for believing that repayment of such counselfunds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be under any obligation subject to sell any or all the provisions of the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderthis Section.

Acceptance of Trust. The Trustee accepts and agrees to execute the trusts imposed upon it by this Indenture, but only upon the terms and conditions set forth therein. The Trustee, prior to the occurrence of an event of default and after the curing of all events of default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations should be read into this Indenture against the Trustee. If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairs. The Trustee hereby accepts the trust created by of this Deed of Trust, Indenture upon the following terms and subject conditions, to which the conditions set forth herein, including parties and the followingregistered owners of the 2023 Bonds agree: (a) The Trustee assumes no responsibility for and makes no warranties whatsoever as to (i) the description, identification or value of any or shall not less than annually prepare a financial report covering all funds of the Property, (ii) Authority established under this Indenture and shall furnish a copy to the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the NoteAuthority. (b) The Trustee (i) may exercise Trustee's powers and perform Trustee's duties hereunder by shall be under no obligation to see to the filing or through such attorneys recording of this Indenture or agents and servants as they shall appointany indenture supplemental hereto, and (ii) shall not be answerable the Registrar may authenticate and deliver the 2023 Bonds in accordance with the provisions hereof prior to the filing or liable (1) for the acts, negligence or default recording of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconductIndenture. (c) The Trustee shall be entitled to reasonable compensation for all services rendered in the execution of the trusts hereby created, and may employ agents, attorneys and counsel in the execution of such trusts; and the compensation of the Trustee, as well as the reasonable compensation of its attorneys and counsel and of such persons as it may employ in Trustee's discretion may consult with legal counsel to be selected and employed by themthe administration or management of the trust hereunder, and Trustee shall incur no liability to Grantor, Agent all other reasonable expenses necessarily incurred or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) Trustee shall not be under any obligation to sell any or all of the Property upon a default actually disbursed hereunder, or the Authority agrees to take any other action authorized pay to be taken by the Trustee in promptly on demand. In the event of a default in the payment of principal of or interest on the 2023 Bonds, the Trustee shall have in order to secure the payment of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, and all such compensation and expenses, a lien on the Trust Estate and liabilities incurred or on all funds in the hands of the Trustee not held in trust for any specific purpose in priority to the rights and claims of the registered owners of the 2023 Bonds, which may claims and rights of the registered owners of the 2023 Bonds shall be incurred in selling subordinate to: (i) the Property or taking right of the Trustee to receive payment of any and all such other action authorized to be taken by Trustee hereundercompensation and expenses and (2) such lien of the Trustee.

Acceptance of Trust. The Debenture Trustee hereby accepts the trust created by trusts in this Deed of Trust, Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Debentureholders, subject to all the terms and conditions herein set forth herein, including the following:forth. (a) The Debenture Trustee assumes no responsibility shall not be responsible or liable in any manner whatever for and makes no warranties whatsoever as to (i) the descriptionsufficiency, identification correctness, genuineness or value validity of any or all of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Notesecurity deposited with it. (b) The Debenture Trustee (i) may exercise Trustee's powers and perform Trustee's duties hereunder by or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable liable for any error in judgement or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act done or omission of Lenderstep taken or omitted by it in good faith or for any mistake, in fact or law, or (3) for any other cause anything which it may do or refrain from doing in connection herewith except arising under this Deed out of Trust its own negligence or otherwise, except for Trustee's own willful wilful misconduct. (c) Trustee, in Trustee's discretion may consult The Debenture Trustee will disburse monies according to this Agreement only to the extent that monies have been deposited with legal counsel to be selected and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselit. (d) The duties and obligations of the Debenture Trustee shall be determined solely by the provisions hereof and, accordingly, the Debenture Trustee shall not be under responsible except for the performance of such duties and obligations as it has undertaken herein. The Debenture Trustee shall not be bound to give any obligation to sell notice or do or take any act, action or all proceeding by virtue of the Property upon a default hereunder, or powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Debenture Trustee be required to take any other action authorized to be taken by Trustee in the event notice of any default hereunder, except upon unless and until notified in writing of such default, which notice shall distinctly specify the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized default desired to be taken by brought to the attention of the Debenture Trustee hereunderand in the absence of any such notice the Debenture Trustee may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Debenture Trustee to determine whether or not the Debenture Trustee shall take action with respect to any default.

Acceptance of Trust. The Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustIndenture, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing terms and conditions: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to Except during the continuance of an Event of Default, (i) the descriptionTrustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, identification and no implied covenants or value of any or all of obligations shall be read into this Indenture against the Property, Trustee; and (ii) in the validity absence of Loan Documentsbad faith on its part, (iii) Grantor's present or future financial conditionthe Trustee may conclusively rely, or (iv) as to the validity or collectibility truth of the Notestatements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Indenture and whether or not they contain the statements required under this Indenture. (b) Trustee (i) may In case an Event of Default has occurred and is continuing, the Trustee, in exercising the rights and powers vested in it by this Indenture, shall use the same degree of care and skill in its exercise Trustee's powers and perform Trustee's duties hereunder by as a prudent man would exercise or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for use under the acts, negligence or default circumstances in the conduct of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's his own willful misconductaffairs. (c) TrusteeBefore taking any action hereunder requested by Registered Owners, in Trustee's discretion the Trustee may consult require that it be furnished an indemnity note or other indemnity and security satisfactory to it by the Registered Owners, as applicable, for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which results from the gross negligence or willful misconduct of the Trustee and negligence with legal counsel respect to be selected moneys deposited and employed by themapplied pursuant to this Indenture, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done any action so taken by Trustee in accordance with the opinion of such counselTrustee. (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it hall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) The permissive right of the Trustee to do things enumerated in this Indenture or under the other transaction documents shall not be construed as a duty, and the Trustee shall not be under any obligation answerable for other than its negligence or willful default. (f) Whether or not herein expressly so provided, every provision of this Indenture relating to sell any the conduct or all affecting the liability of or affording protection to the Property upon a default hereunder, or Trustee shall be subject to take any other action authorized to be taken by Trustee in the event provisions of any default hereunder, except upon the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunderthis Section.

Acceptance of Trust. The Debenture Trustee hereby accepts the trust created by trusts in this Deed of Trust, Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Debentureholders, subject to all the terms and conditions herein set forth herein, including the following: (a) Trustee assumes no responsibility for and makes no warranties whatsoever as to (i) the description, identification or value of any or all of the Property, (ii) the validity of Loan Documents, (iii) Grantor's present or future financial condition, or (iv) the validity or collectibility of the Note. (b) Trustee (i) may exercise Trustee's powers and perform Trustee's duties hereunder by or through such attorneys or agents and servants as they shall appoint, and (ii) shall not be answerable or liable (1) for the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconduct. (c) Trustee, in Trustee's discretion may consult with legal counsel to be selected and employed by them, and Trustee shall incur no liability to Grantor, Agent or any other person by reason of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counsel. (d) forth. The Debenture Trustee shall not be under responsible or liable in any obligation manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it. The Debenture Trustee shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own negligence or willful misconduct. The Debenture Trustee shall not be bound to sell give any notice or all do or take any act, action or proceeding by virtue of the Property upon a default hereunder, or powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Debenture Trustee be required to take any other action authorized to be taken by Trustee in the event notice of any default hereunder, except upon unless and until notified in writing of such default, which notice shall distinctly specify the written demand of Agent furnishing security or indemnity satisfactory to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized default desired to be taken by brought to the attention of the Debenture Trustee hereunderand in the absence of any such notice the Debenture Trustee may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Debenture Trustee to determine whether or not the Debenture Trustee shall take action with respect to any default.

Acceptance of Trust. The Trustee hereby accepts the trust created trusts imposed upon it by this Deed of TrustIndenture, and agrees to perform said trusts, but only upon the terms and subject to the conditions set forth herein, including the followingfollowing express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after any Event of Default has been cured, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied duties or obligations may be read into this Indenture against the Trustee. In case an Event of Default of which the Trustee assumes no responsibility for and makes no warranties whatsoever as has, or is deemed to have, notice has occurred, (iwhich has not been cured or waived) the description, identification or value of any or all Trustee shall exercise such of the Propertyrights and powers vested in it by this Indenture, (ii) and use the validity same degree of Loan Documents, (iii) Grantor's present care and skill in exercising such rights and powers as a prudent man would exercise or future financial condition, or (iv) use under the validity or collectibility circumstances in the conduct of the Notehis own affairs. (b) The Trustee (i) may exercise Trustee's any powers hereunder and perform Trustee's any of its duties hereunder by or through attorneys, accountants and other experts, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to the advice of counsel concerning its duties hereunder, and may in all cases pay such attorneys or reasonable compensation to all such attorneys, accountants and other experts, agents and servants receivers as they shall appoint, and (ii) shall not may reasonably be answerable or liable (1) for employed in connection with the acts, negligence or default of any such attorney, agent or servant which they may so appoint, so long as they select them with reasonable care, or (2) for any act or omission of Lender, or (3) for any other cause arising under this Deed of Trust or otherwise, except for Trustee's own willful misconducttrusts hereof. (c) TrusteeThe Trustee shall not be responsible for any recital herein, or in Trustee's discretion may consult with legal counsel the Senior Bonds, or for the recording or filing of any instrument required to secure the Senior Bonds, or for the validity of the execution by the Issuer of this Indenture, or of any instruments or further assurance, or for the sufficiency of the security for the Senior Bonds issued hereunder or intended to be selected and employed secured hereby, but the Trustee shall be responsible for the filing of any continuation statements which may from time to time be required to be filed under the Alabama Uniform Commercial Code in order to continue the perfection of the lien of this Indenture. The Trustee shall not be responsible for insuring the Landfill or collecting any insurance moneys, or for the validity of the execution by themthe Issuer of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of documents relating to the security for the Senior Bonds issued hereunder or intended to be secured hereby, and the Trustee shall incur no liability not be bound to Grantorascertain or inquire as to the observance or performance of any covenants, Agent conditions or any other person by reason agreements on the part of anything done, suffered to be done or omitted to be done by Trustee in accordance with the opinion of such counselIssuer except as herein set forth. (d) The Trustee shall not be under any obligation to sell any or all of accountable for the Property upon a default hereunder, or to take any other action authorized to be taken by Trustee in the event use of any default Senior Bonds authenticated or delivered hereunder. The Trustee may become the owner of Senior Bonds secured hereby with the same rights which it would have if not the Trustee. (e) The Trustee shall be protected in acting upon any notice, except upon the written demand of Agent furnishing security request, consent, certificate, order, affidavit, letter, telegram or indemnity satisfactory other paper or document believed to Trustee against costs, expenses, and liabilities incurred or which may be incurred in selling the Property or taking such other action authorized to be taken by Trustee hereunder.be