Common use of Acceptance of Trusts Clause in Contracts

Acceptance of Trusts. The Trustee hereby accepts the trust imposed upon it by this Indenture, and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairs, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures or instrument of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilities. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trustee.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event a Default and after the curing of all Defaults 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 shall be read into this Indenture against the Trustee. In case a Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its such rights hereunder and powers as a an ordinary, prudent man would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant selected by it in the exercise of reasonable care, or, if selected or retained by attorneys for the Issuer prior to or the occurrence of a default of which the Trustee has been notified as provided in subsection (gCompany) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved selected by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction taken or not taken, as the case may be, in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in with respect to the certificate of the Trustee authentication endorsed on such the Bonds), or for insuring the Facilities Project, or for collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures supplements hereto or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the or title of the property herein conveyed Project or otherwise as any lien waivers with respect to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this IndentureProject, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company under the Agreement except as hereinafter set forth; but the Trustee may require of the Issuer and agreements aforesaid the Company full information and advice as to the condition performance of the Facilitiesaforesaid covenants, conditions and agreements. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Agreement. (cd) The Trustee (shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee, in its capacity commercial banking or in any other capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as trustee) if it were not the Trustee. The Trustee, in its commercial banking or in any other capacity, may also engage in or be interested in any financial or other transactions with the Issuer or the Company and may act as a depository, trustee or agent for any committee of Owners secured hereby or other obligations of the Issuer as freely as if it were not the Trustee. The Trustee may become the owner Owner of Bonds secured hereby with the same rights which it would have if not Trusteethe Trustee hereunder. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (ef) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer an Issuer Representative or an Assistant Secretary of the Issuer, a Company Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default Default of which it a Responsible Officer of the Trustee has been notified as provided in subsection (gSection 10.01(h) of this Section 11.1hereof, or of which by that said subsection it the Trustee is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary such officials of the Issuer under its seal who executed the Bonds (or their successors in office) to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of duty, and the TrusteeTrustee shall not be answerable for other than its negligence or willful misconduct. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Default hereunder except for Defaults specified in subsections (except a default under Section 10.1(aa), (b), (c) or (bd) hereof concerning which the Trustee shall be deemed to have notice) of Section 9.01 hereof, unless a Responsible Officer of the Trustee shall be specifically notified in writing of such default Default by the Issuer Issuer, the Credit Provider or by the holders Owners of at least a majority in aggregate principal amount of Bonds outstanding hereunder Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to at the office Principal Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers books and records of the Issuer pertaining to the Facilities Project and the Bonds, and to take make such copies and memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers this Indenture or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, with respect to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer or the Company to the authentication of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action. (l) Before suffering, taking or omitting any action by under this Indenture or under the Trustee. Before taking such action hereunderAgreement (other than (i) paying the principal or Purchase Price of, redemption premium (if any) and interest on the Bonds as the same shall become due and payable, (ii) drawing upon the Credit Facility, (iii) exercising its obligations in connection with a mandatory tender of the Bonds under Section 4.01, and (iv) declaring an acceleration under Section 9.02 as a result of a Default under Section 9.01(d)), the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all any expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent otherwise required herein or required by law. (n) The Trustee’s immunities and protections from liability and its right to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal and final payment of the Bonds. (o) Notwithstanding anything else herein contained, (i) the Trustee shall not be liable for any error of judgment made in good faith unless it is proven that the Trustee was negligent in ascertaining the pertinent facts, and (ii) no provisions 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 believes the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (p) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of holders of the Bonds, each representing less than a majority in aggregate principal amount of the Bonds Outstanding, the Trustee, by reason in its sole discretion, may determine what action, if any, shall be taken. (q) The Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Bonds, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (r) The Trustee shall have no responsibility for any registration, filing, recording, reregistration or rerecording of this Indenture or any action so taken by other document or instrument executed in connection with this Indenture and the Trusteeissuance and sale of the Bonds including, without limitation, any financing statements or continuation statements with respect thereto.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Indenture and covenants and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairs, but only upon and subject to the following expressed terms and conditions:herein expressed. SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled Upon application to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion the Trust Indenture Act, Holders may communicate pursuant to the Trust Indenture Act with other Holders with respect to their rights under this Indenture or advicethe Securities. (b) The Trustee shall not be responsible for any recital hereinIn addition, or in the Bonds (except in respect a Holder may, upon payment to the certificate Trustee of a reasonable fee and subject to compliance with any applicable requirement of the Trust Indenture Act, require the Trustee to furnish within 10 days after receiving the affidavit or statutory declaration referred to below, a list setting out (i) the name and address of every registered Holder, (ii) the aggregate principal amount of Securities owned by each registered Holder and (iii) the aggregate principal amount of Outstanding Securities, each as shown on the records of the Trustee endorsed on such Bonds)the day that the affidavit or statutory declaration is delivered to the Trustee. The affidavit or statutory declaration, as the case may be, shall contain (x) the name, address and occupation of the Holder, (y) where the Holder is a corporation, its name and address for service and (z) a statement that the list will not be used except in connection with an effort to influence the voting of the Holders, an offer to acquire Securities, or for insuring any other matter relating to the Facilities Securities or collecting any insurance moneys, or for the validity affairs of the execution Company. Where the Holder is a corporation, the affidavit or statutory declaration shall be made by the Issuer of this Indenture a director or of any supplemental indentures or instrument of further assurance, or for the sufficiency officer of the security for corporation. (c) Every Holder of Securities, by receiving and holding the Bonds issued hereunder or intended to same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be secured hereby, or for the value held accountable by reason of the title disclosure of such list of the property herein conveyed or otherwise as to the maintenance names and addresses of the security hereof; except that in the event the Trustee enters into possession of a part or all Holders, regardless of the property herein conveyed pursuant to any provision of this Indenturesource from which such information was derived, it shall use due diligence in preserving such property; and that the Trustee shall not be bound held accountable by reason of mailing any material pursuant to ascertain or inquire as to a request made under the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilities. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not TrusteeTrust Indenture Act. (d) The Trustee Company shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by comply with the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the TrusteeTrust Indenture Act Section 312(a).

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event a Default and after the curing of all Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Agreement. In case a Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its such rights hereunder and powers as a an ordinary, prudent man person would exercise or use under the circumstances in the conduct of his such person's own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant selected by it in the exercise of reasonable care, or, if selected or retained by attorneys for the Issuer prior to or the occurrence of a default of which the Trustee has been notified as provided in subsection (gCompany) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved selected by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction taken or not taken, as the case may be, in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in with respect to the certificate of the Trustee authentication endorsed on such the Bonds), or for insuring the Facilities Project, or for collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures supplements hereto or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the or title of the property herein conveyed Project or otherwise as any lien waivers with respect to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this IndentureProject, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company under the Agreement except as hereinafter set forth; but the Trustee may require of the Issuer and agreements aforesaid the Company full information and advice as to the condition performance of the Facilitiesaforesaid covenants, conditions and agreements. (cd) The Trustee (shall not in its capacity as trustee) be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner Owner of Bonds secured hereby with the same rights which it would have if not Trusteethe Trustee hereunder. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (ef) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer an Issuer Representative or an Assistant Secretary of the Issuer, a Company Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default Default of which it the Trustee has been notified as provided in subsection (gSECTION 10.01(h) of this Section 11.1hereof, or of which by that said subsection it the Trustee is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary such officials of the Issuer under its seal who executed the Bonds (or their successors in office) to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of duty, and the TrusteeTrustee shall not be answerable for other than its negligence or willful default. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Default hereunder except for Defaults specified in subsections (except a default under Section 10.1(aa), (b), (c), (d) or (be) hereof concerning which the Trustee shall be deemed to have notice) of SECTION 9.01 hereof, unless the Trustee shall be specifically notified in writing of such default Default by the Issuer Issuer, the Bank or by the holders Owners of a majority at least twenty-five percent (25%) in aggregate principal amount of Bonds outstanding hereunder Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to at the office Principal Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers books and records of the Issuer pertaining to the Facilities Project and the Bonds, and to take make such copies and memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers this Indenture or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, with respect to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. action. (l) Before taking such any action hereunderunder this Indenture or under the Agreement (other than (i) paying the principal or Purchase Price of, redemption premium (if any) and interest on the Bonds as the same shall become due and payable, (ii) drawing upon the Letter of Credit, and (iii) declaring an acceleration under SECTION 9.02 as a result of a Default under SECTION 9.01(d) OR (e)), the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all any expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default of the Trustee, by reason of in connection with any action so taken such action. (m) All moneys received by the TrusteeTrustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent otherwise required herein or required by law.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance 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 an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of are specifically set forth in this Indenture. In case an Event of DefaultDefault has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, with and use the same degree of care and skill in the exercise of its rights hereunder their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, accountants and other experts, agents, receivers or employeesemployees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agentsaccountants and other experts, agents and receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for the recording or filing of any instrument required to secure the Bonds, or for the validity of the execution by the Issuer of this Indenture, or of any instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby; but the Trustee shall be entitled to receive an annual opinion of counsel for the Borrower with respect to any necessary filing of any continuation statements which may from time to time be required to be filed under the Uniform Commercial Code of the State in order to continue the perfection of the lien of this Indenture and the Agreement. The Trustee shall not be responsible for insuring the Facilities Project or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures supplements thereto or instrument instruments of further assurance, or for the sufficiency of documents relating to the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesIssuer or on the part of the Borrower under the Agreement except as herein set forth. (cd) The Trustee (shall not in its capacity as trustee) be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not the Trustee. (de) The Trustee shall be protected in acting upon any opinion, notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by the authorized officer or officers of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of Authorized Borrower Representative under the Issuer, Agreement as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it the Trustee has been notified as provided in subsection (gSection 10.01(h) of this Section 11.1hereof, or of which by that subsection Section 10.01(h) it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary the authorized officer or officers of the Issuer under its the seal of the Issuer to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution authorization has been duly adopted, adopted and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trusteeand it shall not be answerable for other than its gross negligence or willful default. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (or under the Agreement except a default under Section 10.1(a) or (b) hereof concerning which failure by the Issuer to cause to be made any of the payments to the Trustee shall required to be deemed to have notice) made by Article V hereof, unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders an owner of a majority in aggregate principal amount of Bonds outstanding hereunder Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to at the designated corporate trust office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities Project and the Bonds, and to take such memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection but shall have no express or in any other provision of this Indenture shall be construed implied duty to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companydo so. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, with respect to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action action, by the Trustee, Trustee deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunderreferred to in Section 9.02C, 9.04, or 10.04 hereof the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its failure to comply with the negligence or willful default standard of the Trustee, care prescribed by Section 10.01(a) hereof by reason of any action so taken taken. Provided, however, that nothing in this subparagraph (l) shall authorize the Trustee to delay in making a draw on the Letter of Credit or any Confirming Letter of Credit in the event of an acceleration of the maturity of the Bonds. (m) All moneys received by the TrusteeTrustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (n) The Trustee may rely upon advice of counsel chosen by the Trustee with due care and the opinions delivered in connection with the issuance of the Bonds, and, absent gross negligence or willful misconduct, shall not be responsible for any loss or damage resulting from any action or non-action by it taken or omitted to be taken in reliance upon advice of such counsel or such opinions. 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 the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trusts created hereby, except only for its own gross negligence or willful misconduct, including that of its directors, officer, employees or agents. (o) None of the provisions contained in this Indenture shall require the Trustee or the Issuer to expend or risk their own funds or otherwise to incur financial liability in the performance of any of their duties or the exercise of any of their rights or powers hereunder, except as expressly provided herein. Neither the Trustee nor the Issuer shall be required to give any bond or surety in respect to the execution of their rights and obligations hereunder. (p) Except as required to effect an assignment to a successor trustee or the Bank, or in the Event of Default under the Agreement or this Indenture the Trustee shall not sell, assign, pledge or transfer the Note or Notes held by it, and the Trustee is authorized to enter into an agreement with the Borrower to such effect.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event a Default and after the curing of all Defaults 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 shall be read into this Indenture against the Trustee. In case a Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its such rights hereunder and powers as a an ordinary, prudent man would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant selected by it in the exercise of reasonable care, or, if selected or retained by attorneys for the Issuer prior to or the occurrence of a default of which the Trustee has been notified as provided in subsection (gCompany) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved selected by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction taken or not taken, as the case may be, in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in with respect to the certificate of the Trustee authentication endorsed on such the Bonds), or for insuring the Facilities Project, or for collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures supplements hereto or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the or title of the property herein conveyed Project or otherwise as any lien waivers with respect to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this IndentureProject, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company under the Agreement except as hereinafter set forth; but the Trustee may require of the Issuer and agreements aforesaid the Company full information and advice as to the condition performance of the Facilitiesaforesaid covenants, conditions and agreements. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Agreement. (cd) The Trustee (shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee, in its capacity commercial banking or in any other capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as trustee) if it were not the Trustee. The Trustee, in its commercial banking or in any other capacity, may also engage in or be interested in any financial or other transactions with the Issuer or the Company and may act as a depository, trustee or agent for any committee of Owners secured hereby or other obligations of the Issuer as freely as if it were not the Trustee. The Trustee may become the owner Owner of Bonds secured hereby with the same rights which it would have if not Trusteethe Trustee hereunder. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trustee.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Trust Agreement and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, are specifically set forth in this Trust Agreement and (ii) during no implied duties or obligations shall be read into this Trust Agreement against the continuance of Trustee. In case an Event of Default, with Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement and shall use the same degree of care and skill in the their exercise of its rights hereunder as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) No provision in this Trust 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 the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (c) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder either directly or by or through attorneys, agents, receivers or employees, agents and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties hereunder, duty hereunder and may shall be absolutely protected in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such carerelying thereon. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance the misconduct of such persons selected by it with any such opinion or advicereasonable care. (bd) The Trustee shall not be responsible for any recital herein, in the Assignment Agreement or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued Certificates delivered hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesCorporation or the District under the Installment Sale Agreement. (ce) The Trustee (shall not be accountable for the use of any Certificates delivered hereunder or the proceeds thereof. The Trustee, in its capacity as trustee) individual or any other capacity, may become the owner Owner or pledgee of Bonds Certificates secured hereby with the same rights which it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the District with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding. (df) The In the absence of bad faith on its part, the Trustee shall be protected in acting or refraining from acting upon any notice, request, consent, requisition, certificate, order, affidavit, facsimile, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Indenture Trust Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds issued Certificates executed and delivered in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such person is the registered owner as shown on the Registration Books. (eg) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer a Corporation Representative or an Assistant Secretary of the Issuer, a District Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal a Corporation Representative or a District Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Corporation or the District, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fh) The permissive right of the Trustee to do things enumerated in this Indenture Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees, affiliates and agents. (gi) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the District to make any of the Installment Payments to the Trustee shall required to be deemed made by the District pursuant to have notice) the Installment Sale Agreement or failure by the Corporation or the District to file with the Trustee any document required by this Trust Agreement or a Installment Sale Agreement to be so filed by a certain date subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Issuer Corporation, the District or by the holders Owners of a majority at least five percent (5%) in aggregate principal amount of Bonds outstanding hereunder Certificates then Outstanding and all notices or other instruments required by this Indenture Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office of the TrusteePrincipal Corporate Trust Office, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, Trust Agreement with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this IndentureTrust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer District to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. (l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with Article VII of this Trust Agreement. (m) 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 Owners of a majority in aggregate principal amount of the Outstanding Certificates 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 Trust Agreement. (n) Before taking such any action hereunderunder Article IX hereof or this Section 8.02 at the request or direction of the Certificate Owners, the Trustee may require that it be furnished payment or reimbursement of its reasonable fees and expenses, including reasonable fees and expenses of counsel and receipt of an indemnity bond satisfactory to it for from the reimbursement to it of all expenses to which it may be put and Certificate Owners to protect it against all liability, except liability which is adjudicated to have resulted from the its own negligence or willful default misconduct in connection with any action so taken. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, by reason which opinion shall be made available to the other parties hereto upon request, which counsel may be counsel to any of the parties hereto, or a verified certificate of any action party hereto, or both, concerning the proposed action. If it does so taken in good faith, the Trustee shall be absolutely protected in relying thereon. (o) Under no circumstances shall the Trustee be liable for the obligations evidenced by the Certificates. (p) The Trustee shall not be accountable for the use or application by the District or the Corporation or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement. (q) The Trustee has no obligation or duty to insure compliance by the District with the Code. (r) The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal or environmental requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the District or the Corporation of the Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Installment Sale Agreement or this Trust Agreement for the existence, furnishing or use of the Property. (s) The Trustee makes no representations as to the validity or sufficiency of the Certificates and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be responsible for the validity or sufficiency of the Installment Sale Agreement or the assignment under the Assignment Agreement. The Trustee shall not be liable for the sufficiency or collection of any Installment Payments or other moneys required to be paid to it under the Installment Sale Agreement (except as provided in this Trust Agreement), its right to receive moneys pursuant to the Installment Sale Agreement, or the value of or title to the premises upon which the Property is located or the Property. The Trustee makes no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Certificates. (t) In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the District or the Corporation having any claim against the Trustee arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. (u) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder. (v) The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the District or the Corporation elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in it discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The District and the Corporation agree to assume all risks arising out of the use of such electronic methods to 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 third parties. (w) In acting or omitting to act pursuant to the Installment Sale Agreement or any other document contemplated or executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement and the Installment Sale Agreement, including, but not limited to, this Article IX.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairstrusts, but only upon and subject to the following expressed express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after curing or waiving 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. In case an Event of Default hereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill and diligence in their exercise, as a prudent person would use in the conduct of its own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agents, receivers or employeesreceivers, and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties duty hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the conclusively rely on an opinion of counsel as full and complete protection for any action taken or advice of any attorney, surveyor, engineer or accountant selected suffered by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicehereunder. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements hereto or of any supplemental indentures thereto or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAuthority hereunder. (cd) The Trustee (not in its capacity as trustee) may become the owner Owner of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Registration Books. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate Certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, Authority as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default hereunder of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 6.02(h) hereof, shall also be at liberty to accept a similar certificate Certificate of the Authority to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the Authority to file with the Trustee shall any document required by this Indenture to be deemed so filed subsequent to have notice) the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Issuer Authority or by the holders Owners of a majority at least twenty-five percent (25%) in aggregate principal amount of the Bonds outstanding hereunder then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to at the office Corporate Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but not the duty) fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto records such as may be desired, provided, however, that nothing contained in this subsection desired but which is not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisespremises hereof. (k) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, may be deemed desirable for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such the action hereunderreferred to in Section 8.02, the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (n) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Trustee, by reason of any action so taken by the TrusteeBonds.

Acceptance of Trusts. The Trustee hereby accepts the trust imposed upon it by this Indenture, Indenture and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairstrust, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.110.01, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. Trustee has the right, but not the obligation, to seek the direction of the Senior Debenture Holders and receiving indemnity satisfactory to the Trustee from the Senior Debenture Holders, before exercising any of the powers or performing any of the duties required of it under this Indenture. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds Senior Debentures (except in respect to the certificate of the Trustee endorsed on such BondsSenior Debentures), or for insuring the Facilities or collecting any insurance moneysmonies, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security security, including, without limitation, for the Bonds Senior Debentures issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that except, that, in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilitiesproperty herein conveyed. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee[Reserved.] (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner Owner of any Bond Senior Debenture secured hereby, shall be conclusive and binding upon all future owners Owners of the same Bond Senior Debenture and upon Bonds the Senior Debentures issued in exchange therefor or in place thereof. (e) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, its Authorized Issuer Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.110.01, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction transaction, or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary the Authorized Issuer Representative of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and Trustee shall be answerable only for its own gross negligence or willful misconduct. (g) The Trustee shall not be required If a Default or Event of Default occurs and is continuing and if it is known to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee, the Trustee shall be deemed mail to have notice) unless Holders and Collateral Agent a notice of the Trustee shall be specifically notified Default or Event of Default within 90 days after it occurs; provided that, except in writing of such default by the Issuer or by the holders case of a majority Default or Event of Default in aggregate payment of principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so deliveredinterest on any Senior Debenture, the Trustee may conclusively assume there withhold the notice if and so long as a committee of Responsible Officers of the Trustee in good faith determines that withholding the notice is no such default except as aforesaidin the interests of the Holders of the Senior Debentures. Notice to Holders under this Section 10.01(g) will be given in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons Persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture providedof the Trust Estate. (i) At any and all reasonable times the Trusteeand upon reasonable advance written notice, Trustee (and its duly authorized agents, attorneys, experts, engineers, accountants and representatives), shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of Issuer, the Issuer pertaining to Drilling Equipment, the Facilities Collateral, and the BondsSenior Debentures, and to make copies and take such memoranda from and notes in regard thereto as may be desired, provided, however, ; provided that nothing contained in this subsection or in any other provision of this Indenture such right to inspection shall be construed subject to entitle the above named persons Trustee obtaining such third party consents as may be reasonably required with respect to any information or inspection involving the confidential know-how or expertise or proprietary secrets portion of the CompanyDrilling Equipment or Collateral that is not located on the Issuer’s premises. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any BondsSenior Debentures, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any BondsSenior Debentures, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the gross negligence or willful default misconduct of the Trustee, by reason of any action so taken by Trustee, and Trustee shall have no obligation to take any action hereunder unless it has received such indemnity. (m) No implied covenants or obligations shall be read into this Indenture against Trustee. (n) In case an Event of Default has occurred and is continuing, 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 Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (o) No provision of this Indenture shall be construed to relieve Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except, that: Trustee shall not be liable except for the duties as are specifically set out in this Indenture; Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Trustee, upon certificates or opinions conforming to the requirements set forth in this Indenture; and 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 majority in principal amount of the Outstanding Senior Debentures in accordance with this Indenture, relating to the time, method, and place of conducting any proceeding for any remedy available to Trustee, or exercising any trust or power conferred upon Trustee, under this Indenture. (p) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the eligibility of or affording protection to Trustee shall be subject to the provisions of this Section. (q) Trustee shall not be liable for interest on any money received by it. (r) No provision of this Indenture shall require Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. In determining that such repayment or indemnity is not reasonably assured to it, Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Estate pursuant to the terms hereof. (s) Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers. (t) Trustee shall be entitled to the rights, immunities and protections set forth in Article X hereof in the exercise or performance of its duties, rights and obligations under the Indenture and any other documents executed in connection therewith. (u) Except during the continuance of an Event of Default: the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. (v) Trustee shall pay from the Senior Debenture Fund the Prior Indenture Trustee Claim upon written request therefor signed by the Prior Indenture Trustee and the Issuer (which may be a continuing request) and accompanied by documentation of the Prior Indenture Trustee Claim in accordance with the provisions of Section 2.15 hereof.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the continuance Trustee. (b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the Authority. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, Bond or other paper or document, but the Trustee, in its discretion, may make such further inquiry or Investigation into such facts or matters as it may see fit. (e) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, are specifically set forth in this Indenture and (ii) during no covenants of or against the continuance of Trustee shall be implied in this Indenture. In case an Event of DefaultDefault hereunder or under the Installment Sale Agreement has occurred (which has not been cured or waived), with the Trustee may exercise such of the rights and powers vested in it by this Indenture and by the Installment Sale Agreement, and shall use the same degree of care and skill in the exercise of its such rights hereunder and powers as a prudent man person would exercise or use under the circumstances in the conduct of his such persons own affairs, but only upon and subject to the following expressed terms and conditions:. (af) The Trustee may execute any of the trusts trusts, or powers hereof hereunder and perform any the duties required of it here under either directly or by or through attorneys, receivers or agents, shall not be liable for the acts or omissions of such attorneys, receivers or employeesagents appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties duty hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the conclusively rely on an opinion of counsel as full and complete authorization and protection for any action taken, suffered or advice of any attorney, surveyor, engineer or accountant selected omitted by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicehereunder. (bg) The Trustee shall not be responsible for any recital herein, in the Installment Sale Agreement, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise hereby and makes no representation as to the maintenance validity or sufficiency of the security hereof; except that in Bonds, this Indenture or the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Installment Sale Agreement. The Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAuthority hereunder or on the part of the Authority or the City under the Installment Sale Agreement. The Trustee shall not be responsible for the application by the Authority or the City of the proceeds of the Bonds. (ch) The Trustee (not in its capacity as trustee) may become the owner Owner or pledgee of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (di) The Trustee may rely and shall be protected in acting or refraining from acting in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture or the Installment Sale Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Registration Books. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fj) The permissive right of the Trustee to do things enumerated in this Indenture or in the Installment Sale Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. No act by the Trustee shall be construed or deemed to expand the limitations on the scope of Trustee’s duties hereunder. (gk) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (or under the Installment Sale Agreement except a default under Section 10.1(a) failure by the Authority or (b) hereof concerning which the City to make any of the payments to the Trustee shall required to be deemed made by the Authority pursuant hereto or thereto or failure by the Authority or the City to have notice) file with the Trustee any document required by this Indenture or the Installment Sale Agreement to be so filed subsequent to the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Issuer Authority or by the holders Owners of a majority at least 25% in aggregate principal amount of the Bonds outstanding hereunder then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (il) At any and all reasonable times the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but not the duty) to fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto as may be desired, provided, however, that nothing contained in this subsection records which are not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (jm) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisespremises hereof. (kn) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, may be deemed desirable for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. Before taking such action hereunder, . (o) All moneys received by the Trustee may require that it shall, until used or applied or invested as herein provided, be furnished an indemnity bond satisfactory to it held in trust for the reimbursement purposes for which they were received but need not be segregated from other funds except to it the extent required by law. (p) Whether or not expressly provided therein, every provision of all expenses this Indenture and the Installment Sale Agreement relating to which it may be put and to protect it against all liability, except the conduct or affecting the liability which is adjudicated to have resulted from the negligence or willful default of the TrusteeTrustee shall be subject to the provisions of this Section. (q) The Trustee shall have no responsibility with respect to any information, by reason of statement, or recital in any action so taken by official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the TrusteeBonds.

Acceptance of Trusts. The Trustee hereby accepts the trust imposed upon it by this Indenture, Indenture and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairstrust, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.110.01, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds Debentures (except in respect to the certificate of the Trustee endorsed on such BondsDebentures), or for insuring the Facilities or collecting any insurance moneysmonies, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security security, including, without limitation, for the Bonds Debentures issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilitiesproperty herein conveyed. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds the Debentures secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond Debenture secured hereby, shall be conclusive and binding upon all future owners of the same Bond Debenture and upon Bonds the Debentures issued in exchange therefor or in place thereof. (e) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary its Chairman of the Issuer, Board and attested by the Authorized Issuer Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.110.01, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction transaction, or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary the Authorized Issuer Representative of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and Trustee shall be answerable only for its own gross negligence or willful misconduct. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority at least ten percent (10%) in aggregate principal amount of Bonds outstanding Debentures Outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to Issuer, its Facilities, the Facilities Project and the BondsDebentures, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any BondsDebentures, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any BondsDebentures, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the gross negligence or willful default misconduct of the Trustee, by reason of any action so taken by the Trustee, and Trustee shall have no obligation to take any action hereunder unless it has received such indemnity. (m) No implied covenants or obligations shall be read into this Indenture against Trustee. (n) In case an Event of Default has occurred and is continuing, 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 person would exercise or use under the circumstances in the conduct of such person’s own affairs. (o) No provision of this Indenture shall be construed to relieve Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of Trustee, unless it shall be proved that Trustee was negligent in ascertaining the pertinent facts; and (2) 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 the Debentures in accordance with this Indenture, relating to the time, method, and place of conducting any proceeding for any remedy available to Trustee, or exercising any trust or power conferred upon Trustee, under this Indenture. (p) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the eligibility of or affording protection to Trustee shall be subject to the provisions of this Section. (q) Trustee shall not be liable for interest on any money received by it except as Trustee may agree with Issuer. (r) No provision of this Indenture shall require Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. In determining that such repayment or indemnity is not reasonably assured to it, Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Estate pursuant to the terms hereof. (s) Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers. (t) Trustee shall be entitled to the rights, immunities and protections set forth in Article X hereof in the exercise or performance of its duties, rights and obligations under the Applicable Documents.

Acceptance of Trusts. The Trustee hereby accepts the trust express trusts imposed upon it by this IndentureTrust Agreement, and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairstrusts, but only upon and subject to the following expressed express terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneysTrustee, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default an Event of Default and after curing or waiver 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 Trust Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee has been notified may exercise such of the rights and powers vested in it by this Trust Agreement, and shall use the same degree of care and skill in their exercise, as provided in subsection (g) of this Section 11.1, a responsible corporate trustee would exercise or of which by said subsection use under the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicecircumstances. (b) No provision in this Trust Agreement requires 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. (c) The Trustee shall is not be responsible or liable for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the validity or sufficiency of the security for the Bonds issued Certificates executed and delivered hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound at any time to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesCorporation or the District under the Lease Agreement. The Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VII. (cd) The Trustee (is not in its capacity as trustee) accountable for the use of any Certificates delivered hereunder. The Trustee may become the owner Owner of Bonds secured hereby Certificates with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the District with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Certificates then Outstanding. (de) The Trustee shall be protected in acting upon any notice, request, requisition, consent, certificate, order, affidavit, letter, telegram telegram, direction, facsimile transmission, electronic mail or other paper or document believed by it, in the exercise trust officer responsible for the administrative of reasonable care, the trusts created hereunder to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to in good faith under this Indenture Trust Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds issued Certificates delivered in exchange therefor or in place thereof. The Trustee is not bound to recognize any person as an Owner of any Certificate or to take any action at such person’s request unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer an Corporation Representative or an Assistant Secretary of the Issuer, a District Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 8.02(h), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal Corporation Representative or a District Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Corporation or the District, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall Trust Agreement may not be construed as a duty and the Trustee is not answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee extend to its officers, directors, employees and agents. (gh) The Trustee shall is not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the District to make any of the Lease Payments to the Trustee shall required to be deemed made by the District under the Lease Agreement or failure by the Corporation or the District to have notice) file with the Trustee any document required by this Trust Agreement or the Lease Agreement to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Issuer Corporation, the District or by the holders Owners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder and all Certificates then Outstanding. All notices or other instruments required by this Indenture Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but not any duty) fully to inspect any and all of the property herein conveyedLeased Property, including all books, papers and records of the Issuer Corporation or the District pertaining to the Facilities Leased Property and the BondsCertificates, and to take such memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall is not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, Trust Agreement with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this IndentureTrust Agreement, the Trustee has the right, but is not required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action action, which may be deemed desirable by the Trustee, deemed desirable Trustee for the purpose of establishing the right of the Issuer Corporation or the District to the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunderreferred to in Section 12.03 at the direction of the Certificate Owners, the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it by the Certificate Owners, or any of them, for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee has no liability for interest on any moneys received hereunder except such as may be agreed upon, other than interest derived from investments made or required to be made under Section 7.02. (n) The Trustee is not responsible for the sufficiency of the Lease Agreement, its right to receive moneys under the Lease Agreement, or the value of or title to the Leased Property. (o) The Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Certificates 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 Trust Agreement. (p) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers and the Trustee is not responsible for any misconduct or negligence on the part of any attorney, agent, or receiver appointed with due care. The Trustee shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder and shall be protected in any action taken or suffered by it hereunder in reliance on such advice. (q) The Trustee is not liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (r) The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the Projects, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. (s) The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions under this Trust Agreement provided, however, that: (i) subsequent to such facsimile transmission of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions, (ii) such originally executed instructions and/or directions shall be signed by reason of any action so taken by a person as may be designated and authorized to sign for the Trustee.party signing such instructions and/or directions, and

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Trust Agreement and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, are specifically set forth in this Trust Agreement and (ii) during no implied duties or obligations shall be read into this Trust Agreement against the continuance of Trustee. In case an Event of Default, with Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement and shall use the same degree of care and skill in the their exercise of its rights hereunder as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) No provision in this Trust 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 the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (c) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder either directly or by or through attorneys, agents, receivers or employees, agents and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties hereunder, duty hereunder and may shall be absolutely protected in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such carerelying thereon. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance the misconduct of such persons selected by it with any such opinion or advicereasonable care. (bd) The Trustee shall not be responsible for any recital herein, in the Assignment Agreement or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued Certificates delivered hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAuthority or the Town under the Lease Agreement. (ce) The Trustee (shall not be accountable for the use of any Certificates delivered hereunder or the proceeds thereof. The Trustee, in its capacity as trustee) individual or any other capacity, may become the owner Owner or pledgee of Bonds Certificates secured hereby with the same rights which it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the Town with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding. (df) The In the absence of bad faith on its part, the Trustee shall be protected in acting or refraining from acting upon any notice, request, consent, requisition, certificate, order, affidavit, facsimile, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Indenture Trust Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds issued Certificates executed and delivered in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such person is the registered owner as shown on the Registration Books. (eg) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer an Authority Representative or an Assistant Secretary of the Issuer, a Town Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal Authority Representative or a Town Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Authority or the Town, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fh) The permissive right of the Trustee to do things enumerated in this Indenture Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees, affiliates and agents. (gi) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the Town to make any of the Lease Payments to the Trustee shall required to be deemed made by the Town pursuant to have notice) the Lease Agreement or failure by the Authority or the Town to file with the Trustee any document required by this Trust Agreement or the Lease Agreement to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Issuer Authority, the Town or by the holders Owners of a majority at least five percent (5%) in aggregate principal amount of Bonds outstanding hereunder Certificates then Outstanding and all notices or other instruments required by this Indenture Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office of the TrusteePrincipal Corporate Trust Office, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, Trust Agreement with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this IndentureTrust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer Town to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. (l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with Article VIII of this Trust Agreement. (m) 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 Owners of a majority in aggregate principal amount of the Outstanding Certificates 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 Trust Agreement. (n) Before taking such any action hereunderunder Article XIII hereof or this Section 9.02 at the request or direction of the Certificate Owners or the Municipal Bond Insurer, the Trustee may require that it be furnished payment or reimbursement of its reasonable fees and expenses, including reasonable fees and expenses of counsel and receipt of an indemnity bond satisfactory to it for from the reimbursement to it of all expenses to which it may be put and Certificate Owners or the Municipal Bond Insurer to protect it against all liability, except liability which is adjudicated to have resulted from the its own negligence or willful default misconduct in connection with any action so taken. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion shall be made available to the other parties hereto upon request, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, the Trustee shall be absolutely protected in relying thereon. (o) Under no circumstances shall the Trustee be liable for the obligations evidenced by the Certificates. (p) The Trustee shall not be accountable for the use or application by the Town or the Authority or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement. (q) The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal or environmental requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Town or the Authority of the Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Lease Agreement or this Trust Agreement for the existence, furnishing or use of the Property. (r) The Trustee makes no representations as to the validity or sufficiency of the Certificates and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be responsible for the validity or sufficiency of the Lease Agreement or the assignment under the Assignment Agreement. The Trustee shall not be liable for the sufficiency or collection of any Lease Payments or other moneys required to be paid to it under the Lease Agreement (except as provided in this Trust Agreement), its right to receive moneys pursuant to the Lease Agreement, or the value of or title to the premises upon which the Property is located or the Property. The Trustee makes no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Certificates. (s) In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the Town or the Authority having any claim against the Trustee arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. (t) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder. (u) The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Town or the Authority elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in it discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Town and the Authority agree to assume all risks arising out of the use of such electronic methods to 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 third parties. (v) In acting or omitting to act pursuant to the Lease Agreement or any other document contemplated or executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement and the Lease Agreement, including, but not limited to, this Article IX. (w) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of any action so taken force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by the Trusteeexercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during the continuance of The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default as an ordinarily prudent trustee under a corporate mortgagehereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with shall use the same degree of care and skill and diligence in the exercise of its rights hereunder their exercise, as a prudent man reasonable person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agents, receivers or employeesreceivers, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee but shall not be responsible for the acts of any loss agents, attorneys or damage resulting from an receivers appointed by it with due care. The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty hereunder and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or non-action omitted by it in good faith and in accordance with any such opinion or adviceherewith. (bc) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to Tax Certificate or the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the validity, effectiveness or the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as on the part of the Authority hereunder or under the Tax Certificate. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement, or recital in any offering memorandum, official statement, or other disclosure material prepared or distributed with respect to the condition issuance of the FacilitiesBonds. (cd) Except as provided in Section 3.2 hereof, the Trustee shall not be accountable for the use of any proceeds of sale of the Bonds delivered hereunder. The Trustee (not in its capacity as trustee) may become the owner Owner of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (de) The Trustee shall be protected and shall incur no liability in acting, or refraining from acting in good faith and without negligence, in reliance upon any notice, request, consent, certificate, order, affidavit, letter, telegram telegram, facsimile or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at such person’s request unless the ownership of such Bond by such person shall be reflected on the Bond Register. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate Certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, Authority as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default hereunder of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 6.2(h) hereof, shall also be at liberty to accept a similar certificate Certificate of the Authority to the effect that any particular dealing, transaction or action is necessary or expedient, and shall be fully protected in relying thereon, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and notwithstanding any other provision of this Indenture, the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except where a default under Section 10.1(a) or (b) hereof concerning which Responsible Officer has actual knowledge of such Event of Default and except for the failure by the Authority to make any of the payments to the Trustee shall required to be deemed made by the Authority pursuant hereto, including payments on the Local Obligations, or failure by the Authority to have notice) unless file with the Trustee any document required by this Indenture to be so filed on a date certain subsequent to the issuance of the Bonds, unless a Responsible Officer shall be specifically notified in writing of such default by the Issuer Authority or by the holders Owners of a majority at least twenty five percent (25%) in aggregate principal amount of the Outstanding Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to a Responsible Officer at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The . Delivery of a notice to the officer and address for the Trustee set forth in Section 9.12 hereof, as updated by the Trustee from time to time, shall not be personally liable for any debts contracted or for damages deemed notice to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provideda Responsible Officer. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto records such as may be desired, provided, however, that nothing contained in this subsection desired but which is not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisesperformance of its duties hereunder. (k) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that as may be deemed desirable by the terms hereof required as a condition of such action by the Trustee, deemed desirable Trustee in its sole discretion for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunderreferred to in Sections 6.5, Article VIII, or this Article, the Trustee may require that it be furnished an indemnity bond satisfactory to it be furnished for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds. (n) Whether or not 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 Article VI. (o) The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. (p) The Trustee shall have the right to accept and act upon instructions, by reason of any action so taken including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority, whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Notwithstanding the effective date of this Indenture or anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions:‌ (ia) except during The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the continuance Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Written Certificate of the Authority. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order bond or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (e) The Trustee, prior to the occurrence of an Event of Default as an ordinarily prudent trustee hereunder or under a corporate mortgagethe Lease or the Site Lease, and (ii) during after the continuance curing or waiving of all such Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no covenants of or against the Trustee shall be implied in this Indenture. In case an Event of DefaultDefault hereunder or under the Lease or the Site Lease has occurred (which has not been cured or waived), with the Trustee may exercise such of the rights and powers vested in it by this Indenture and by the Lease or the Site Lease, as the case may be, and shall use the same degree of care and skill in the exercise of its such rights hereunder and powers as a prudent man would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (af) The Trustee may execute any of the trusts or powers hereof hereunder and perform any the duties required of it hereunder either directly or by or through attorneys, attorneys or agents, receivers or employees, and shall be entitled to the advice of counsel concerning all matters of trusts hereof trust and its duties duty hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the conclusively rely on an opinion of counsel as full and complete authorization and protection for any action taken, suffered or advice of any attorney, surveyor, engineer or accountant selected omitted by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicehereunder. (bg) The Trustee shall not be responsible for any recital herein, in the Lease or the Site Lease, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise hereby and makes no representation as to the maintenance validity or sufficiency of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of Bonds, this Indenture, it shall use due diligence in preserving such property; and the Lease or the Site Lease. The Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAuthority hereunder or on the part of the Authority or the County under the Lease or the Site Lease. The Trustee shall not be responsible for the application by the Authority or the County of the proceeds of the Bonds. (ch) The Trustee (not in its capacity as trustee) may become the owner Owner or pledgee of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in the capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (di) The Trustee may rely and shall be protected in acting or refraining from acting, in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture Indenture, the Lease or the Site Lease upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of Bond by such person shall be reflected on the Registration Books. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fj) The permissive right of the Trustee to do things enumerated in this Indenture Indenture, the Lease or the Site Lease shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gk) The Trustee shall not be required to take notice or to be deemed to have notice of any default Event of Default hereunder (or under the Lease or the Site Lease, except a default under Section 10.1(a) failure by the Authority or (b) hereof concerning which the County to make any of the payments to the Trustee shall required to be deemed made by the Authority pursuant hereto or thereto or failure by the Authority or the County to have notice) file with the Trustee any document required by this Indenture, the Lease or the Site Lease to be so filed subsequent to the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Issuer Authority, or by the holders Owners of a majority at least 25% in aggregate principal amount of the Bonds outstanding hereunder then Outstanding and all notices notice or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (il) At any and all reasonable times during normal business hours, with prior notice, the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but not duty) fully to inspect any and all of the property herein conveyed, including all non-privileged books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto as may be desired, provided, however, that nothing contained in this subsection records which are not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (jm) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisespremises hereof. (kn) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, may be deemed desirable for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. Before taking such action hereunder. (o) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (p) Whether or not expressly provided therein, every provision of this Indenture, the Trustee may require that it be furnished an indemnity bond satisfactory Lease and the Site Lease relating to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except conduct or affecting the liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason Trustee shall be subject to the provisions of any action so taken by this Section 6.02. (q) No implied covenants or obligations shall be read into this Indenture against the Trustee. (r) The Trustee shall have no responsibility for, and makes no representations with respect to, any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during the continuance of an The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case a Event of Default as an ordinarily prudent trustee under a corporate mortgagehereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with shall use the same degree of care and skill and diligence in the exercise of its rights hereunder their exercise, as a prudent man reasonable person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agents, receivers or employeesreceivers, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee but shall not be responsible for the acts of any loss agents, attorneys or damage resulting from an receivers appointed by it with due care. The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty hereunder and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or non-action omitted by it in good faith and in accordance with any such opinion or adviceherewith. (bc) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as on the part of the Authority hereunder. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement, or recital in any offering memorandum, official statement, or other disclosure material prepared or distributed with respect to the condition issuance of the FacilitiesBonds. (cd) Except as provided in Section 3.02, the Trustee shall not be accountable for the use of any proceeds of sale of the Bonds delivered hereunder. The Trustee (not in its capacity as trustee) may become the owner Owner of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (de) The Trustee shall be protected in acting acting, in good faith and without negligence, upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Bond Register. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate Certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, Authority as sufficient evidence of the facts therein contained and prior to the occurrence of a default Event of Default hereunder of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 6.02(h) hereof, shall also be at liberty to accept a similar certificate Certificate of the Authority to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend only to its officers, directors, and employees. In the event of negligence or misconduct of an agent or attorney of the Trustee, the Trustee shall diligently pursue all remedies of the Trustee against such agent or attorney. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except where a default under Section 10.1(a) or (b) hereof concerning which Responsible Officer has actual knowledge of such Event of Default, except for the failure by the Authority to make any of the payments to the Trustee shall required to be deemed made by the Authority pursuant hereto, including payments on the Local Obligations, or failure by the Authority to have notice) unless file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds, unless a Responsible Officer shall be specifically notified in writing of such default by the Issuer Authority, or by the holders Owners of a majority at least 25% in aggregate principal amount of the Bonds outstanding hereunder then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to a Responsible Officer at the office Principal Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The . Delivery of a notice to the officer and address for the Trustee set forth in Section 9.12 hereof, as updated by the Trustee from time to time, shall not be personally liable for any debts contracted or for damages deemed notice to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provideda Responsible Officer. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto records such as may be desired, provided, however, that nothing contained in this subsection desired but which is not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisespremises hereof. (k) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, may be deemed desirable for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such the action hereunderreferred to in Section 8.02 or this Article, the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds. (n) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee receives an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to 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 third parties. (o) The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. (p) The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. (q) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of any action so taken force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by the Trusteeexercising due care. Force majeure shall include, but not be limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event a Default and after the curing of all Defaults 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 shall be read into this Indenture against the Trustee. In case a Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its such rights hereunder and powers as a an ordinary, prudent man would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant selected by it in the exercise of reasonable care, or, if selected or retained by attorneys for the Issuer prior to or the occurrence of a default of which the Trustee has been notified as provided in subsection (gCompany) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved selected by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction taken or not taken, as the case may be, in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in with respect to the certificate of the Trustee authentication endorsed on such the Bonds), or for insuring the Facilities Project, or for collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures supplements hereto or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the or title of the property herein conveyed Project or otherwise as any lien waivers with respect to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this IndentureProject, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company under the Agreement except as hereinafter set forth; but the Trustee may require of the Issuer and agreements aforesaid the Company full information and advice as to the condition performance of the Facilitiesaforesaid covenants, conditions and agreements. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Agreement. (cd) The Trustee (shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee, in its capacity commercial banking or in any other capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as trustee) if it were not the Trustee. The Trustee, in its commercial banking or in any other capacity, may also engage in or be interested in any financial or other transactions with the Issuer or the Company and may act as a depository, trustee or agent for any committee of Owners secured hereby or other obligations of the Issuer as freely as if it were not the Trustee. The Trustee may become the owner Owner of Bonds secured hereby with the same rights which it would have if not Trusteethe Trustee hereunder. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (ef) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer an Issuer Representative or an Assistant Secretary of the Issuer, a Company Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default Default of which it a Responsible Officer of the Trustee has been notified as provided in subsection (gSection 10.01(h) of this Section 11.1hereof, or of which by that said subsection it the Trustee is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary such officials of the Issuer under its seal who executed the Bonds (or their successors in office) to the effect that a resolution in the form foiiii therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of duty, and the TrusteeTrustee shall not be answerable for other than its gross negligence or willful misconduct. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Default hereunder except for Defaults specified in subsections (except a default under Section 10.1(aa), (b), (c) or (bd) hereof concerning which the Trustee shall be deemed to have notice) of Section 9.01 hereof, unless a Responsible Officer of the Trustee shall be specifically notified in writing of such default Default by the Issuer Issuer, the Credit Provider or by the holders Owners of at least a majority in aggregate principal amount of Bonds outstanding hereunder Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to at the office Principal Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers books and records of the Issuer pertaining to the Facilities Project and the Bonds, and to take make such copies and memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers this Indenture or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, with respect to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer or the Company to the authentication of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action. (l) Before suffering, taking or omitting any action by under this Indenture or under the Trustee. Before taking such action hereunderAgreement (other than (i) paying the principal or Purchase Price of, redemption premium (if any) and interest on the Bonds as the same shall become due and payable, (ii) drawing upon the Credit Facility, (iii) exercising its obligations in connection with a mandatory tender of the Bonds under Section 4.01, and (iv) declaring an acceleration under Section 9.02 as a result of a Default under Section 9.01(d)), the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all any expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its gross negligence or willful default in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent otherwise required herein or required by law. (n) The Trustee’s immunities and protections from liability and its right to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal and final payment of the Bonds. (o) Notwithstanding anything else herein contained, (i) the Trustee shall not be liable for any error of judgment made in good faith unless it is proven that the Trustee was negligent in ascertaining the pertinent facts, and (ii) no provisions 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 believes the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (p) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of holders of the Bonds, each representing less than a majority in aggregate principal amount of the Bonds Outstanding, the Trustee, by reason in its sole discretion, may determine what action, if any, shall be taken. (q) The Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Bonds, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (r) The Trustee shall have no responsibility for any registration, filing, recording, reregistration or rerecording of this Indenture or any action so taken by other document or instrument executed in connection with this Indenture and the Trusteeissuance and sale of the Bonds including, without limitation, any financing statements or continuation statements with respect thereto.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Agreement and agrees to perform said trust such trusts, but only upon the terms and conditions contained herein. (ia) except during The Trustee, prior to the continuance 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 an ordinarily prudent trustee under a corporate mortgageare specifically set forth in this Agreement, and (ii) during no implied agreements or obligations shall be read into this Agreement against the continuance of Trustee. In case an Event of DefaultDefault has occurred and is continuing, with the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in the exercise of its rights hereunder exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the its trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employeesemployees but shall be answerable for their conduct in accordance with the above standard, except that as to attorneys, agents and receivers the Trustee shall be answerable only as to the selection of same in accordance with said standards. The Trustee shall be entitled to advice of counsel Counsel concerning all matters of trusts hereof and its trust duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers receivers, employees and employees Counsel as may reasonably be employed employed. The Trustee shall be entitled to the advice of Counsel (who may or not be Counsel for the Authority) and shall be wholly protected as to any action taken or omitted to be taken in connection with the trusts hereofgood faith in reliance on such advice. The Trustee may act upon the opinion rely conclusively on any notice, certificate or advice of any attorney, surveyor, engineer or accountant selected other document furnished to it hereunder and reasonably believed by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such carebe genuine. The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, in good faith omitted to be taken by it and reasonably believed to be beyond the discretion or powers conferred upon it, taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action; nor shall it be responsible for the consequences of any loss error of judgment reasonably made by it. The duties of the Trustee are those expressly set forth in this Agreement, and no additional duties shall be implied. When any payment, consent or damage resulting from an other action by it is called for hereby, it may defer such action pending receipt of such evidence, if any, as it may require in support thereof. The Trustee shall in no event be liable for the application or non-action in accordance with misapplication of funds, or for other acts or defaults by any such opinion Person, except its own directors, officers, and employees. The Trustee has no responsibility for the validity or advicesufficiency of this Agreement or the Bonds or any security therefor. (c) Any action taken by the Trustee pursuant to this Agreement upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Bond shall be conclusive and binding upon all future holders of such Bond. (d) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default hereunder, except Events of Default described in Section 8.0l(a) or (b), unless an Authorized Officer of the Trustee shall be notified in writing of such Default by the Authority or by the holders of at least 25% in aggregate principal amount of Bonds then outstanding. Until such notice is received, the Trustee may conclusively assume there is no such Default and shall not be bound to inquire as to the performance of the Authority. (e) The Trustee shall not be required to give any bond or surety. (f) The Trustee shall not be required to monitor the financial condition of the Authority, any RAC, or the physical condition of the Project and, unless otherwise expressly provided, shall not have any responsibility with respect to notices, certificates or other documents filed with it hereunder, except to make them available for inspection by the Bondholders. The Trustee shall not be required to take any action hereunder (other than the giving of notice), including any remedial action, which shall require it to expend its own funds or otherwise incur any financial liability in the performance of its duties hereunder or thereunder or in the exercise of any rights or powers hereunder or thereunder unless indemnity reasonably satisfactory to it is furnished for any expense or liability to be incurred herein, other than liability for failure to meet the standards set fo1ih in this section. A permissive right or power to act shall not be construed as a requirement to act. (g) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except other than its Certificate of Authentication), or in respect any material furnished to anyone in connection with the certificate issuance, sale or any resale of the Trustee endorsed on such Bonds), or for the recording, filing or refiling of this Agreement, or for insuring the Facilities Trust Estate or the Project or collecting any insurance moneysmoney, or for the validity of the execution by the Issuer of this Indenture Agreement or of any supplemental indentures supplements thereto or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the or title of the property herein conveyed Project or otherwise as to the maintenance or operation of the security hereof; except that in Project or the event Trust Estate, but the Trustee enters into possession of a part or all may require of the property herein conveyed pursuant Authority full information and advice as to the performance of the covenants, conditions and agreements aforesaid and as to the condition of the Project. Except as otherwise provided in this Agreement, the Trustee shall have no obligation to perform any provision of the duties of the Authority under this IndentureAgreement, it shall use due diligence in preserving such property; and the Trustee shall not be bound liable for any loss suffered in connection with any investment of funds made by it, provided that the Trustee shall have complied with instructions delivered to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilitiesit hereunder. (ch) The To the extent that it is necessary for the Trustee (not in its capacity as trustee) may become to determine whether any Person is a Beneficial Owner, the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise make such determination based on a certification of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by such Person (on which the Trustee pursuant to this Indenture upon may conclusively rely) setting forth in satisfactory detail the request or authority or consent of the owner of principal balance and bond certificate owned and any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the intermediaries through which such bond certificate is held. The Trustee shall be entitled to rely upon a certificate of conclusively on information it receives from DTC or other applicable Securities Depository, its direct participants and the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior indirect participating brokerage firms for such Participants with respect to the occurrence identity of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effectBeneficial Owner. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trustee.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the continuance Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the Agency. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (e) The Trustee, prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all such Events of Default that may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, are specifically set forth in this Indenture and (ii) during no covenants of or against the continuance of Trustee shall be implied in this Indenture. In case an Event of DefaultDefault hereunder has occurred (which has not been cured or waived), with the Trustee may exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in the exercise of its such rights hereunder and powers as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (af) The Trustee may execute any of the trusts or powers hereof hereunder and perform any the duties required of it hereunder either directly or by or through attorneys, attorneys or agents, receivers shall not be liable for the acts or employeesomissions of such attorneys or agents appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties duty hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the conclusively rely on an opinion of counsel as full and complete authorization and protection for any action taken, suffered or advice of any attorney, surveyor, engineer or accountant selected omitted by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicehereunder. (bg) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise hereby and makes no representation as to the maintenance validity or sufficiency of the security hereof; except that in the event the Trustee enters into possession of a part Bonds or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the . The Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAgency hereunder. The Trustee shall not be responsible for the application by the Agency of the proceeds of the Bonds. (ch) The Trustee (not in its capacity as trustee) may become the owner Owner or pledgee of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Agency with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in the capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (di) The Trustee may rely and shall be protected in acting or refraining from acting, in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of Bond by such person shall be reflected on the Registration Books. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fj) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gk) The Trustee shall not be required to take notice or to be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the Agency to make any of the payments to the Trustee shall required to be deemed to have notice) made by the Agency pursuant hereto, unless the Trustee shall be specifically notified in writing of such default by the Issuer Agency or by the holders Owners of a majority at least 25% in aggregate principal amount of the Bonds outstanding hereunder then Outstanding and all notices notice or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to at the office Principal Corporate Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (il) At any and all reasonable times the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully fully, but shall not be required, to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Agency pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto as may be desired, provided, however, that nothing contained in this subsection records which are not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (jm) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisespremises hereof. (kn) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, may be deemed desirable for the purpose of establishing the right of the Issuer Agency to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. Before taking such . (o) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (p) Whether or not expressly provided therein, every provision of this Indenture relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Section 7.02. (q) No implied covenants or obligations shall be read into this Indenture against the Trustee. (r) Notwithstanding any other provision hereof, in determining whether the rights of the Owners will be adversely affected by and action taken or omitted hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory shall consider the effect on the Owners as if there were no Bond Insurance Policy. (s) The Trustee shall have no responsibility with respect to it for any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the reimbursement Bonds. (t) The immunities extended to it of all expenses the Trustee also extend to which it may be put its directors, officers, employees and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trusteeagents.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust (i) except during the continuance duties and obligations of an Event of Default as an ordinarily prudent trustee the Trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairs, but only this Indenture upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection sub-section (g) of this Section 11.1Section, or of which by said subsection sub-section the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for the recording or re-recording, filing or re-filing of this Indenture, or for insuring the Facilities property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured herebyherein, or for the value of the title of the property herein here conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the Issuer, except as hereinafter set forth; but the Trustee may require of the Issuer full information and agreements advice as to the performance of the covenants, conditions and agreement aforesaid as to the condition of the Facilitiesproperty herein conveyed. (c) The Trustee (shall not in its capacity as trustee) be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. No merger of title shall occur if at any time the Trustee owns all of the Bonds. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, its Mayor and attested by its City Clerk as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection sub-section (g) of this Section 11.1Section, or of which by that said subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary the City Clerk of the Issuer under its seal to the effect that a resolution or ordinance in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution or ordinance has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall be answerable only for its own gross negligence or willful misconduct. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) failure by the Issuer to make or (b) hereof concerning which cause to be made any of the payments to the Trustee shall required to be deemed to have notice) made by Article IV unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders owners of a majority at least ten percent (10%) in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid; provided, however, if there is a Home Office Payment Agreement in effect the Trustee shall only be deemed to have notice of the failure by the Issuer to make or cause to be made any of the payments required to be made under Article IV hereof if the Trustee is specifically notified in writing of such default by the Issuer or by the owners of at least ten percent (10%) in aggregate principal amount of Bonds outstanding hereunder. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment nonfulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but no duty or obligation) fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities Project and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificatescertificate, opinions, appraisals, or other the information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the gross negligence or willful default misconduct of the Trustee, by reason of any action so taken by the Trustee. (m) The Trustee shall have no duty to risk, advance or expend its own funds in the performance of the duties and obligations of the Trustee hereunder. (n) The Trustee, before 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. In case an Event of Default has occurred (which has not been cured or waived) 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 its exercise as a reasonable and prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions:‌ (ia) except during The Trustee, prior to the continuance occurrence of an Event a Default and after the curing of all Defaults 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 shall be read into this Indenture against the Trustee. In case a Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its such rights hereunder and powers as a an ordinary, prudent man would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and the Trustee shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant attorneys for the Issuer) selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction taken or not taken, as the case may be, in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the 2014A Bonds (except in with respect to the certificate of the Trustee authentication endorsed on such the 2014A Bonds), or for insuring the Facilities 2014A Project, or for collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures supplements hereto or instrument instruments of further assurance, or for the sufficiency of the security for the 2014A Bonds issued hereunder or intended to be secured hereby, or for the value of the or title of the property herein conveyed 2014A Project or otherwise as any lien waivers with respect to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture2014A Project, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Obligated Group under the Master Indenture except as hereinafter set forth; but the Trustee may require of the Issuer and agreements aforesaid any other Members of the Obligated Group full information and advice as to the condition performance of the Facilitiesaforesaid covenants, conditions and agreements. (cd) The Trustee (shall not in its capacity as trustee) be accountable for the use of any 2014A Bonds authenticated or delivered hereunder. The Trustee may become the owner Owner of 2014A Bonds secured hereby with the same rights which it would have if not Trusteethe Trustee hereunder. (de) The Trustee may conclusively rely upon and shall be fully protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, 2014A Bonds shall be conclusive and binding upon all future owners of the same Bond 2014A Bonds and upon 2014A Bonds issued in exchange therefor or in place thereof. (ef) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to conclusively rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer an Issuer Representative or an Assistant Secretary of the Issuer, Obligated Group Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default Default of which it the Trustee has been notified as provided in subsection (gSection 8.01(h) of this Section 11.1hereof, or of which by that said subsection it the Trustee is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary such officials of the Issuer under its seal who executed the 2014A Bonds (or their successors in office) to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of duty, and the TrusteeTrustee shall not be answerable for other than its negligence or willful misconduct. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Default hereunder except for Defaults specified in subsections (except a default under Section 10.1(aa), (b) or (bd) hereof concerning which the Trustee shall be deemed to have notice) of Section 7.01 hereof, unless a Responsible Officer of the Trustee shall be specifically notified in writing at its designated corporate trust office of such default Default by the Issuer Issuer, or by the holders Owners of a majority at least 50% in aggregate principal amount of Bonds outstanding hereunder Outstanding 2014A Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to received by a Responsible Officer at the designated corporate trust office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers books and records of the Issuer pertaining to the Facilities 2014A Project and the 2014A Bonds, and to take make such copies and memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers this Indenture or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture containedwith respect to the authentication of any 2014A Bonds, the withdrawal of any cash, the release of any property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer to the authentication of any 2014A Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. action. (l) Before taking such any action hereunderunder this Indenture or under the Master Indenture (other than paying the principal of, redemption premium (if any) and interest on the 2014A Bonds as the same shall become due and payable), the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all any expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent otherwise required herein or required by law. (n) The Trustee's immunities and protections from liability and its right to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee's officers, directors, agents and employees. Notwithstanding anything else contained herein or in any other document or instrument executed by or on behalf of the Trustee in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future officer, director, employee, or agent of the Trustee in any such person's individual capacity and no such person, in his individual capacity shall be liable personally for any breach or no-observance of or for any failure to perform, fulfill or comply with any such stipulation, covenant, agreement or obligation. All immunities and protections and rights to indemnification of the Trustee and its officers, directors, employees and agents, together with the Trustee's rights to compensation, shall survive the Trustee's resignation or removal and final payment of the 2014A Bonds. (o) Notwithstanding anything else herein contained, (i) the Trustee shall not be liable for any error or judgment made in good faith unless it is proven that the Trustee was negligent in ascertaining the pertinent facts, and (ii) no provisions 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 believes the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (p) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of 2014A Bonds, each representing less than a majority in aggregate principal amount of such 2014A Bonds Outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. (q) The Trustee shall have no responsibility for any registration, filing, recording, reregistration, refiling or rerecording of this Indenture or any other document or instrument executed in connection with this Indenture and the issuance and sale of the 2014A Bonds, including without limitation, any financing statements or continuation statements with respect thereto other than at the written direction of the Issuer or the Obligated Group. (r) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (s) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by reason circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (t) The Trustee shall have the right to accept and act upon directions given pursuant to this Indenture, the Financing Agreement or any action so taken other document reasonably relating to the Bonds and delivered using Electronic Means; provided, however, that the Issuer or the Obligated Group, as the case may be, shall provide to the Trustee an incumbency certificate listing Authorized Officers with the authority to provide such directions and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer or the Obligated Group elects to give the Trustee directions using Electronic Means and the Trustee in its discretion elects to act upon such directions, the Trustee’s understanding of such directions shall be deemed controlling. The Issuer and the Obligated Group, as the case may be, shall each be responsible for ensuring that only Authorized Officers transmit such directions to the Trustee and that all Authorized Officers treat applicable user and authorization codes, passwords and/or authentication keys as confidential and with extreme care. The Issuer and the Obligated Group each understands and agrees that the Trustee cannot determine the identity of the actual sender of such directions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such directions notwithstanding such directions conflict or are inconsistent with a subsequent written direction. Each of the Issuer and the Obligated Group agree: (i) to assume all risks arising out of the use of Electronic Means to submit directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized directions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting directions to the Trustee and that there may be more secure methods of transmitting directions than the method(s) selected by the TrusteeFoundation; and (iii) that the security procedures (if any) to be followed in connection with its transmission of directions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Trust Agreement and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, are specifically set forth in this Trust Agreement and (ii) during no implied duties or obligations shall be read into this Trust Agreement against the continuance of Trustee. In case an Event of Default, with Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement and shall use the same degree of care and skill in the their exercise of its rights hereunder as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) No provision in this Trust 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 the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (c) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder either directly or by or through attorneys, agents, receivers or employees, agents and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties hereunder, duty hereunder and may shall be absolutely protected in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such carerelying thereon. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance the misconduct of such persons selected by it with any such opinion or advicereasonable care. (bd) The Trustee shall not be responsible for any recital herein, in the Assignment Agreement or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued Certificates delivered hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAuthority or the City under the Lease Agreement. (ce) The Trustee (shall not be accountable for the use of any Certificates delivered hereunder or the proceeds thereof. The Trustee, in its capacity as trustee) individual or any other capacity, may become the owner Owner or pledgee of Bonds Certificates secured hereby with the same rights which it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding. (df) The In the absence of bad faith on its part, the Trustee shall be protected in acting or refraining from acting upon any notice, request, consent, requisition, certificate, order, affidavit, facsimile, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Indenture Trust Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds issued Certificates executed and delivered in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such person is the registered owner as shown on the Registration Books. (eg) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer a Authority Representative or an Assistant Secretary of the Issuer, a City Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal a Authority Representative or a City Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Authority or the City, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fh) The permissive right of the Trustee to do things enumerated in this Indenture Trust Agreement shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees, affiliates and agents. (gi) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the City to make any of the Lease Payments to the Trustee shall required to be deemed made by the City pursuant to have notice) the Lease Agreement or failure by the Authority or the City to file with the Trustee any document required by this Trust Agreement or a Lease Agreement to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Issuer Authority, the City or by the holders Owners of a majority at least five percent (5%) in aggregate principal amount of Bonds outstanding hereunder Certificates then Outstanding and all notices or other instruments required by this Indenture Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office of the TrusteePrincipal Corporate Trust Office, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, Trust Agreement with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this IndentureTrust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer City to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. (l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with Article VIII of this Trust Agreement. (m) 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 Owners of a majority in aggregate principal amount of the Outstanding Certificates 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 Trust Agreement. (n) Before taking such any action hereunderunder Article XIII hereof or this Section 9.02 at the request or direction of the Certificate Owners, the Trustee may require that it be furnished payment or reimbursement of its reasonable fees and expenses, including reasonable fees and expenses of counsel and receipt of an indemnity bond satisfactory to it for from the reimbursement to it of all expenses to which it may be put and Certificate Owners to protect it against all liability, except liability which is adjudicated to have resulted from the its own negligence or willful default misconduct in connection with any action so taken. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion shall be made available to the other parties hereto upon request, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, the Trustee shall be absolutely protected in relying thereon. (o) Under no circumstances shall the Trustee be liable for the obligations evidenced by the Certificates. (p) The Trustee shall not be accountable for the use or application by the City or the Authority or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement. (q) The Trustee has no obligation or duty to insure compliance by the City with the Code. (r) The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal or environmental requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City or the Authority of the Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Lease Agreement or this Trust Agreement for the existence, furnishing or use of the Property. (s) The Trustee makes no representations as to the validity or sufficiency of the Certificates and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be responsible for the validity or sufficiency of the Lease Agreement or the assignment under the Assignment Agreement. The Trustee shall not be liable for the sufficiency or collection of any Lease Payments or other moneys required to be paid to it under the Lease Agreement (except as provided in this Trust Agreement), its right to receive moneys pursuant to the Lease Agreement, or the value of or title to the premises upon which the Property is located or the Property. The Trustee makes no representations and shall have no responsibility for any official statement or other offering material prepared or distributed with respect to the Certificates. (t) In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the City or the Authority having any claim against the Trustee arising from this Trust Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. (u) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder. (v) The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the City or the Authority elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in it discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City and the Authority agree to assume all risks arising out of the use of such electronic methods to 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 third parties. (w) In acting or omitting to act pursuant to the Lease Agreement or any other document contemplated or executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement and the Lease Agreement, including, but not limited to, this Article IX. (x) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of any action so taken force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by the Trusteeexercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this IndentureTrust Agreement, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee shall be required to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied duties or obligations shall be read into this Trust Agreement against the continuance of Trustee. In case an Event of Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement, and (ii) during the continuance of an Event of Default, with shall use the same degree of care and skill in the exercise of its rights hereunder their exercise, as a prudent man reasonable person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) No provision in this Trust 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 the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agents, or receivers and the Trustee shall not be responsible for any willful misconduct or employeesnegligence on the part of any attorney, and agent or receiver appointed with due care. The Trustee shall be entitled to advice of counsel (including counsel to the County or to the Corporation), concerning all matters of trusts hereof trust and its duties hereunder, duty hereunder and may shall be fully and completely protected in all cases pay reasonable compensation to all any action taken or suffered by it hereunder in reliance on such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon advice or the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicecounsel. (bd) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds Certificates issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesCorporation or the County under the Lease or, except as provided in Section 8.02(i), hereunder. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VII of this Trust Agreement. (ce) The Trustee (shall not in its capacity as trustee) be accountable for the use of any Certificates delivered hereunder. The Trustee may become the owner Owner of Bonds Certificates secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the County with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Certificates then Outstanding. (df) The In the absence of willful misconduct on its part, the Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, report, opinion, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Indenture Trust Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds Certificates issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such person shall be shown as the Owner of such Certificate on the Registration Books. (eg) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer a Corporation Representative or an Assistant Secretary of the Issuer, a County Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 8.02(i) hereof, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal a Corporation Representative or a County Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Corporation or the County, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fh) The permissive right of the Trustee to do things enumerated in this Indenture Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gi) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except failure by the County to make any of the Lease Payments to the Trustee required to be made by the County pursuant to the Lease or failure by the Corporation or the County to file with the Trustee any document required by this Trust Agreement or the Lease to be so filed subsequent to the delivery of the Certificates, unless a default under Section 10.1(a) or (b) hereof concerning which Responsible Officer of the Trustee shall be deemed to have notice) unless the Trustee actual knowledge thereof or shall be specifically notified in writing of such default by the Issuer Corporation, the County or by the holders Owners of a majority at least twenty-five percent (25%) in aggregate principal amount of Bonds outstanding hereunder Certificates then Outstanding and all notices or other instruments required by this Indenture Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (ij) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyedLeased Property, including all books, papers and records of the Issuer Corporation or the County pertaining to the Facilities Leased Property and the BondsCertificates, and to take such memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (jk) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (kl) Notwithstanding anything elsewhere in this Indenture contained, Trust Agreement with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this IndentureTrust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action action, which may be deemed desirable by the Trustee, deemed desirable Trustee for the purpose of establishing the right of the Issuer Corporation or the County to the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (m) Before taking such any action hereunderreferred to in Section 12.02, the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it by the Owners of the Outstanding Certificates, or any of them, for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (n) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be under any liability for interest on any moneys received hereunder, other than interest derived from investments made pursuant to Section 7.02. (o) The Trustee shall not be responsible for the sufficiency of the Lease, its right to receive moneys pursuant to the Lease, or the value of or title to the Leased Property. (p) 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 Owners of a majority (or any lesser amount that may direct the Trustee in accordance with the Trust Agreement) in aggregate principal amount of the Outstanding Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, by reason of or exercising any action so taken by trust or power conferred upon the Trustee, under this Trust Agreement. (q) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Certificates. (r) The Trustee is authorized and directed to enter into the Assignment Agreement in its capacity as Trustee hereunder.

Acceptance of Trusts. The Trustee hereby accepts the trust imposed upon it by this Indenture, and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man corporate trustee would exercise or use under the circumstances in the conduct of his its affairs, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer Authority prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer Authority of this Indenture or of any supplemental indentures or instrument of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the use of the proceeds of the Bonds paid out in accordance with the provisions of this Indenture, or for any offering materials used in connection with the sale of the Bonds, or for the recording or filing of any financing statements or continuation statements in connection with the Bonds, this Indenture or the Loan Agreement, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilities. The Trustee shall have no obligation to risk or expend its own funds in connection with the administration of the trusts or the performance of its duties hereunder. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer Authority signed by the Chairman, the Vice Chairman, Executive Director, the Secretary-Treasurer Secretary or an Assistant Secretary of the IssuerAuthority, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the IssuerAuthority, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal Authority to the effect that a resolution in the form therein set forth has been adopted by the Issuer Authority as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer Authority or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer Authority to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default misconduct of the Trustee, by reason of any action so taken by the Trustee.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the continuance Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (b) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the Agency. (c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order bond or other paper or document, but the Trustee, in its discretion, may make such further inquiry or Investigation into such facts or matters as it may see fit. (e) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, are specifically set forth in this Indenture and (ii) during no covenants of or against the continuance of Trustee shall be implied in this Indenture. In case an Event of DefaultDefault hereunder or under the Lease has occurred (which has not been cured or waived), with the Trustee may exercise such of the rights and powers vested in it by this Indenture and by the Lease, and shall use the same degree of care and skill in the exercise of its such rights hereunder and powers as a prudent man would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (af) The Trustee may execute any of the trusts trusts, or powers hereof hereunder and perform any the duties required of it here under either directly or by or through attorneys, receivers or agents, shall not be liable for the acts or omissions of such attorneys, receivers or employeesagents appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof trust and its duties duty hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the conclusively rely on an opinion of counsel us full and complete authorization and protection for any action taken, suffered or advice of any attorney, surveyor, engineer or accountant selected omitted by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicehereunder. (bg) The Trustee shall not be responsible for any recital herein, in the Lease, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise hereby and makes no representation as to the maintenance validity or sufficiency of the security hereof; except that in Bonds, this Indenture or the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Lease. The Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesAgency hereunder or on the part of the Agency or the City under the Lease, The Trustee shall not be responsible for the application by the Agency or the City of the proceeds of the Bonds. (ch) The Trustee (not in its capacity as trustee) may become the owner Owner or pledgee of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Agency with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (di) The Trustee may rely and shall be protected in acting or refraining from acting in good faith and without negligence, upon any notice, resolution, opinion, report, direction, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent presented by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture or the Lease upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Registration Books. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fj) The permissive right of the Trustee to do things enumerated in this Indenture or in the Lease shall not be construed as a duty and it shall not be answerable for other than its negligence or willful default. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gk) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (or under the Lease except a default under Section 10.1(a) failure by the Agency or (b) hereof concerning which the City to make any of the payments to the Trustee shall required to be deemed made by the Agency pursuant hereto or thereto or failure by the Agency or the City to have notice) file with the Trustee any document required by this Indenture or the Lease to be so filed subsequent to the issuance of the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Issuer Agency or by the holders Owners of a majority at least 25% in aggregate principal amount of the Bonds outstanding hereunder then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (il) At any and all reasonable times the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but not the duty) to fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Agency pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto as may be desired, provided, however, that nothing contained in this subsection records which are not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (jm) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisespremises hereof. (kn) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, may be deemed desirable for the purpose of establishing the right of the Issuer Agency to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. Before taking such action hereunder. (o) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. (p) Whether or not expressly provided therein, every provision of this Indenture and the Lease relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Section. (q) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (r) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee. (s) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee may require that it shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be furnished an indemnity bond satisfactory amended and replaced whenever a person is to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted added or deleted from the listing. If the Agency or the City elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Agency and the City agree: (i) to assume all risks arising out of the use of such electronic methods to 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 third parties; other than in the event of the Trustee’s own negligence or willful default misconduct; (ii) that they are fully informed of the Trustee, by reason protections and risks associated with the various methods of any action so taken transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the TrusteeAgency or the City; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to them a commercially reasonable degree of protection in light of its particular needs and circumstances.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Indenture and covenants and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairs, but only upon and subject to the following expressed terms and conditions:herein expressed. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled Upon application to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion the Trust Indenture Act, Holders may communicate pursuant to the Trust Indenture Act with other Holders with respect to their rights under this Indenture or advicethe Securities. (b) The Trustee shall not be responsible for any recital hereinIn addition, or in the Bonds (except in respect a Holder may, upon payment to the certificate Trustee of a reasonable fee and subject to compliance with any applicable requirement of the Trust Indenture Act, require the Trustee to furnish within 10 days after receiving the affidavit or statutory declaration referred to below, a list setting out (i) the name and address of every registered Holder, (ii) the aggregate principal amount of Securities owned by each registered Holder and (iii) the aggregate principal amount of Outstanding Securities, each as shown on the records of the Trustee endorsed on such Bonds)the day that the affidavit or statutory declaration is delivered to the Trustee. The affidavit or statutory declaration, as the case may be, shall contain (x) the name, address and occupation of the Holder, (y) where the Holder is a corporation, its name and address for service and (z) a statement that the list will not be used except in connection with an effort to influence the voting of the Holders, an offer to acquire Securities, or for insuring any other matter relating to the Facilities Securities or collecting any insurance moneys, or for the validity affairs of the execution Company. Where the Holder is a corporation, the affidavit or statutory declaration shall be made by the Issuer of this Indenture a director or of any supplemental indentures or instrument of further assurance, or for the sufficiency officer of the security for corporation. (c) Every Holder of Securities, by receiving and holding the Bonds issued hereunder or intended to same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be secured hereby, or for the value held accountable by reason of the title disclosure of such list of the property herein conveyed or otherwise as to the maintenance names and addresses of the security hereof; except that in the event the Trustee enters into possession of a part or all Holders, regardless of the property herein conveyed pursuant to any provision of this Indenturesource from which such information was derived, it shall use due diligence in preserving such property; and that the Trustee shall not be bound held accountable by reason of mailing any material pursuant to ascertain or inquire as to a request made under the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilities. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not TrusteeTrust Indenture Act. (d) The Trustee Company shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by comply with the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the TrusteeTrust Indenture Act Section 312(a).

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, Agreement and agrees to perform said trust such trusts, but only upon the terms and conditions contained herein and in Section 1003. (ia) except during The Trustee, prior to the continuance 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 Agreement and the other Basic Agreements to which it is a party, and no implied agreements or obligations shall be read into this Agreement or any other Basic Agreement against the Trustee. In case an Event of Default as an ordinarily prudent trustee under a corporate mortgagehas occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Basic Agreements, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its rights hereunder exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee Trustee, may execute any of the its trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers or employeesemployees but shall be answerable for their conduct in accordance with the above standard, except that as to attorneys, agents and receivers the Trustee shall be answerable only as to the selection of same in accordance with said standards. The Trustee shall be entitled to advice of counsel concerning all matters of trusts hereof and its trust duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers receivers, employees and employees counsel as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures or instrument of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilitiesemployed. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the holder of any Bond secured hereby, shall be conclusive and binding upon all future owners holders of the same Bond and upon Bonds issued in exchange therefor or in place thereofsuch Bond. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (gd) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default hereunder Default hereunder, except Defaults described in Section 1101 (except a default under Section 10.1(aa), (b), (c), (d) or (b) hereof concerning which the Trustee shall be deemed to have notice) i), unless the Trustee shall be specifically notified in writing of such default Default by the Borrower or the Issuer or by the holders of a majority at lease 25% in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of then outstanding. Until such notice so deliveredis received, the Trustee may conclusively assume there is no such default except as aforesaidDefault. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (je) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisessurety. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trustee.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of are specifically set forth in this Indenture. In case an Event of DefaultDefault has occurred (which has not been cured or waived), with 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 the exercise of its rights hereunder their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or hereof, exercise any powers hereof hereunder and perform any of its duties required of it hereunder by or through attorneys, agents, receivers or employees, but shall be answerable for the conduct of the same in accordance with the standard specified above. Neither the Remarketing Agent nor any Series Credit Bank shall be deemed an agent of the Trustee for any purpose, and the Trustee shall not be responsible for the compliance of either of them with their respective obligations under this Indenture or in connection with the transactions contemplated herein. The Trustee shall be entitled to the advice of counsel (which may be an employee or affiliate of the Trustee) concerning all matters of trusts trust hereof and its duties hereunder, and may in all cases may pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts trust hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, attorneys approved by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action exercised in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in respect to other than the certificate of the Trustee endorsed on such Bondsauthentication thereon), the legality, sufficiency or for insuring validity of this Indenture, the Facilities Series Reimbursement Agreements, the Letters of Credit, the Bonds or any document or instrument relating hereto or thereto; the recording or filing of any instrument required by this Indenture to secure the Bonds; collecting any insurance moneys, or for proceeds; the validity of the execution by the Issuer Corporation of this Indenture or of any supplemental indentures supplement hereto or amendment hereof or of any instrument of further assurance; or the validity, priority, perfection or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; , except that in for the event the Trustee enters into possession filing of a part or all of the property herein conveyed pursuant Uniform Commercial Code continuation statements, if any are required to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilities. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not Trusteefiled. (d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may in good faith buy, sell, own and hold any of the Bonds (or beneficial interests therein) and may join in any action which any Bond Owner may be entitled to take with like effect as if the Trustee were not a party to this Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Corporation, the Credit Banks, the Tender Agent or the Remarketing Agent; provided, however, that if the Trustee determines that any such relationship is in conflict with its duties under this Indenture, it shall eliminate the conflict or resign as Trustee. To the extent permitted by law, the Trustee may also purchase Bonds (or beneficial interests therein) with like effect as if it were not the Trustee. (e) The Trustee shall be protected in acting upon upon, and may conclusively rely upon, any notice, request, consent, certificate, orderopinion, affidavit, letter, telegram request or other paper or document reasonably believed by it, in the exercise of reasonable care, it to be genuine and correct correct, and reasonably believed by it to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or request, authority or consent of any person, who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds any Bond issued in exchange therefor or in place thereofreplacement therefor. (ef) As to the existence or non-existence nonexistence of any fact fact, or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by a duly authorized representative of the Issuer signed by the ChairmanCorporation, the Vice ChairmanTender Agent, the Secretary-Treasurer Remarketing Agent, a Series Credit Bank or an Assistant Secretary of the Issuer, Corporation as sufficient evidence of the facts therein contained contained; and prior to the occurrence of a default of which it the Trustee has been notified as provided in subsection (gh) of this Section 11.1Section, or of which by that said subsection (h) it is deemed to have notice, and the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient. The Trustee may, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think (including, but not limited to, legal opinions) deemed necessary or advisable by it, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary authorized officer of the Issuer under Corporation charged with the maintenance of its seal books and records of the Corporation to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things perform any discretionary act enumerated in this Indenture shall not be construed as a duty duty. The Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of the Trusteeits powers and duties under this Indenture. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (or Event of Default hereunder, or in any other document or instrument executed in connection with the execution and delivery of the Bonds, except a default an Event of Default under Section 10.1(a8.01(a), (c) or (bd) hereof concerning which the Trustee shall be deemed to have notice) hereof, unless the Trustee shall be specifically notified in writing of such default or Event of Default by the Issuer Corporation, the Tender Agent, a Series Credit Bank or by the holders Owners of a majority at least 25% in aggregate principal amount of the Bonds outstanding hereunder and all then Outstanding of the particular Series of Bonds to which such default or Event of Default relates. All notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, shall be delivered to at the principal corporate trust office of the Trustee, and and, in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times times, the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, representatives shall have the right fully to inspect any and all of the property herein conveyed, including fully all books, papers and records of the Issuer Corporation pertaining to the Facilities this Indenture and the Bonds, and to take such photocopies and memoranda from therefrom and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and trust created hereby or the powers or otherwise in respect of the premisesgranted hereunder. (k) Notwithstanding anything contained elsewhere in this Indenture containedto the contrary, the Trustee shall have the right, but shall not be requiredthe obligation, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any action whatsoever within the purview of this Indenture, any showing, certificate, opinion, appraisal or other information, or corporate action or evidence thereof, in addition to that required by the terms hereof as a condition of such action by the Trustee, as deemed desirable for the purposes of establishing the right of a Series Credit Bank or the Corporation to the withdrawal of any cash, the release of any property or the taking of any other action by the Trustee. . (l) Before taking any action referred to in Article VIII or Section 9.03 hereof (except with respect to any drawing under a Series Letter of Credit and payment of the related Series of Bonds therefrom at the time or times payment is due, or with respect to acceleration of the particular Series of Bonds and payment of the Bonds of such action hereunderSeries upon such acceleration), the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put incur and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default of the Trusteemisconduct, by reason of any action so taken taken. (m) All moneys received by the Trustee shall, until used, applied or invested as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds, except to the extent required by law or this Indenture. The Trustee shall be under no liability for interest on any moneys received by it hereunder. (n) Notwithstanding the effective date of this Indenture or anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder. (o) No provision of this Indenture shall be deemed to 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 its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of such funds, or, in the alternative, adequate indemnity against such risk or liability, is not reasonably assured to it. (p) The Trustee has no obligation or liability to the Bondholders for the payment of interest or premium, if any, on, or principal or purchase price of, the Bonds, but rather the Trustee’s sole obligation is to administer, for the benefit of the Bondholders and, on a subordinated basis, the Credit Banks, the various Funds and Accounts established hereunder. (q) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenturehereby, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event of Default and after curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgageare specifically set forth herein, and (ii) during no implied covenants or obligations will be read into this Trust Agreement against the continuance of Trustee. If an Event of DefaultDefault occurs (which has not been cured or waived), with the Trustee may exercise such of the rights and powers vested in it hereby, and shall use the same degree of care and skill in the exercise of its rights hereunder their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) No provision hereof requires 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. The Trustee is entitled to interest on any amounts advanced by it in the performance of its duties hereunder. (c) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agentsagents or receivers and the Trustee is not responsible for any misconduct or negligence on the part of any attorney, receivers agent or employees, and shall be receiver appointed with due care by it hereunder. The Trustee is entitled to advice of counsel concerning all matters of trusts hereof trust and its duties hereunder, duty hereunder and may is protected in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion any action taken or advice of any attorney, surveyor, engineer or accountant selected suffered by it hereunder in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of reliance on such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (bd) The Trustee shall is not be responsible for the validity hereof or for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds Certificates issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall is not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesCorporation or the City under the Installment Sale Agreement. The Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VI. (ce) The Trustee (is not in its capacity as trustee) accountable for the use or application of any Certificates or the proceeds thereof. The Trustee may become the owner Owner of Bonds Certificates secured hereby with the same rights which it would have if not Trusteethe Trustee;; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee;; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee represents the Owners of the majority in aggregate principal amount of the Certificates then Outstanding. (df) The In the absence of bad faith on its part, Trustee shall be is protected in acting upon any notice, request, consent, certificate, order, requisition, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to this Indenture upon in good faith hereunder on the request or authority or consent of any person who at the owner time of making such request or giving such Corporation or consent is the Owner of any Bond secured herebyCertificate, shall be is conclusive and binding upon on all future owners Owners of the same Bond Certificate and upon Bonds Certificates issued in exchange therefor or in place thereof. (eg) As to the existence or non-existence non-­existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to may rely upon on a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer a Corporation Representative or an Assistant Secretary of the Issuer, a City Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 7.02(i), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal a Corporation Representative or a City Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Corporation or the City, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fh) The permissive right of the Trustee to do things enumerated in this Indenture herein shall not be construed as a duty and the Trustee is not answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee extend to its officers, directors, employees and agents. (gi) The Trustee shall is not be required to take notice or be deemed to have notice of any default hereunder (Event of Default except a default under Section 10.1(a) or (b) hereof concerning which the failure by the City to make any of the Installment Payments to the Trustee shall when due or the failure by the Corporation or the City to file with the Trustee any document required hereby or by the Installment Sale Agreement to be deemed so filed subsequent to have notice) the delivery of the Certificates, unless the Trustee shall be is specifically notified in writing of such default by the Issuer Corporation, the City or by the holders Owners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder and all Certificates then Outstanding. All notices or other instruments required hereby or by this Indenture the Installment Sale Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (ij) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully (but not the duty) to inspect any and all of the property herein conveyed, Enterprises including all books, papers and records of the Issuer City pertaining to the Facilities Enterprises and the BondsCertificates, and to take such memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (jk) The Trustee shall is not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (kl) Notwithstanding anything elsewhere in this Indenture contained, herein with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenturehereof, the Trustee has the right, but is not required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to so that by the terms hereof required as a condition of such action action, by the Trustee, Trustee deemed desirable for the purpose of establishing the any right of the Issuer to the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (m) Before taking such any action hereunderreferred to in Section 11.02 at the direction of the Certificate Owners, the Trustee may require that it a satisfactory indemnity bond or other indemnification acceptable to the Trustee be furnished an indemnity bond satisfactory to it by the Certificate Owners, or any of them, for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (n) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee has no liability for interest on any moneys received hereunder except such as may be agreed upon. (o) The Trustee is not responsible for the sufficiency of the Installment Sale Agreement or its right to receive moneys under the Installment Sale Agreement. (p) The Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, by reason of or exercising any action so taken by trust or power conferred upon the Trustee, hereunder. (q) The Trustee is not liable for any error of judgment made in good faith by a responsible officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts relating thereto.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance 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 an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of are specifically set forth in this Indenture. In case an Event of DefaultDefault has occurred (which has not been cured or waived), with 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 the exercise of its such rights hereunder and powers, as a reasonable and prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof of this Indenture and perform any of its duties required of it by or through attorneys, agentsagents or receivers, receivers and shall not be responsible for the conduct of any such attorney, agent or employeesreceived selected by it with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, agents or receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant selected by it in attorneys for the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (gDistrict) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction in accordance with any good faith in reliance upon such opinion or advice. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in with respect to the certificate of authentication of the Trustee endorsed on such the Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer District of this Indenture or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the District, except as hereinafter set forth; but the Trustee may require of the District full information and agreements aforesaid advice as to the condition performance of the Facilitiescovenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the District hereunder. (cd) The Trustee (shall not in its capacity as trustee) be accountable for the use of any Bonds authenticated or delivered hereunder or the use of the proceeds thereof by the District. The Trustee may become the owner Owner of Bonds secured hereby and may otherwise deal with the District with the same rights which it would have if it were not the Trustee. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall be entitled to written direction from the District for any action to be taken hereunder by the Trustee at the request of the District. (ef) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, District Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (gSection 7.01(h) of this Section 11.1hereof, or of which by that subsection Section 7.01(h) hereof it is shall be deemed to have notice, and shall may also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action under this Indenture is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary any of the Issuer officials of the District who executed the Bonds (or their successors in office) under its the seal of the District to the effect that a resolution in the form therein set forth has been adopted by the Issuer District as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of duty, and the TrusteeTrustee shall not be answerable for other than its negligence or willful misconduct. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default an Event of Default under Section 10.1(asubsection (a) or (b) of Section 6.01 hereof concerning or failure to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds, of which Events of Default the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default Event of Default by the Issuer District or by the holders Owners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to at the office Principal Corporate Trust Office of the Trustee, and in the absence of such notice so delivereddelivered the Trustee, the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, representatives shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers books and records of the Issuer District pertaining to the Facilities Project, the Pledged Revenues and the Bonds, and to take make such copies and memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, with respect to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer District to the authentication of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. . (l) Before taking such action hereunderany of the actions referred to in Sections 6.02, 6.03, 6.05, 6.06 or 7.03 hereof, the Trustee may require that it a satisfactory instrument of indemnity be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put caused to incur and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied as provided herein, be held in trust for the purposes for which they were received. (n) The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. (o) The Trustee shall have the right to accept and act upon instructio ns, including without limitation funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the District shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorize d Officers, which incumbency certificate shall be amended by the District, whenever a person is to be added or deleted from the listing. If the District elects to give the Trustee Instructions using Electronic Means, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The District understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbe ncy certificate provided to the Trustee have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructio ns notwithstanding such directions conflict or are inconsistent with a subsequent written instructio ns, provided, however, that if the Trustee receives Instructions by Electronic Means, then subsequently receives inconsistent or conflicting Instructions, the Trustee shall rely and act on such subsequent written Instructions to the extent that it has not already acted upon the previously received Instructions. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by reason third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmit t ing Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercia l ly reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any action so taken by compromise or unauthorized use of the Trusteesecurity procedures.

Acceptance of Trusts. The Trustee hereby accepts the trust express trusts imposed upon it by this IndentureTrust Agreement, and agrees to perform said trust (i) except during the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of an Event of Default, with the same degree of care and skill in the exercise of its rights hereunder as a prudent man would exercise or use under the circumstances in the conduct of his affairstrusts, but only upon and subject to the following expressed express terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneysTrustee, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default an Event of Default and after curing or waiver 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 Trust Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee has been notified may exercise such of the rights and powers vested in it by this Trust Agreement, and shall use the same degree of care and skill in their exercise, as provided in subsection (g) of this Section 11.1, a reasonable corporate trustee would exercise or of which by said subsection use under the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advicecircumstances. (b) No provision in this Trust 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 the exercise of any of its rights or powers. (c) The Trustee shall is not be responsible or liable for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the validity or sufficiency of the security for the Bonds issued Certificates executed and delivered hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound at any time to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesCorporation or the District under the Lease. The Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VII. (cd) The Trustee (is not in its capacity as trustee) accountable for the use of any Certificates executed and delivered hereunder. The Trustee may become the owner Owner of Bonds secured hereby Certificates with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the District with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its trust officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Certificates then Outstanding. (de) The Trustee shall be protected in acting upon any notice, request, requisition, consent, certificate, order, affidavit, letter, telegram telegram, direction, facsimile transmission, electronic mail or other paper or document believed by it, in the exercise trust officer responsible for the administrative of reasonable care, the trusts created hereunder to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to in good faith under this Indenture Trust Agreement upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds issued Certificates executed and delivered in exchange therefor or in place thereof. The Trustee is not bound to recognize any person as an Owner of any Certificate or to take any action at such person’s request unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer a District Representative or an Assistant Secretary of the Issuer, a District Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 8.02(h), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal a District Representative or a District Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Corporation or the District, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall Trust Agreement may not be construed as a duty and the Trustee is not answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee extend to its officers, directors, employees and agents. (gh) The Trustee shall is not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the District to make any of the Lease Payments to the Trustee shall required to be deemed made by the District under the Lease or failure by the Corporation or the District to have notice) file with the Trustee any document required by this Trust Agreement or the Lease to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Issuer Corporation, the District, the Certificate Insurer or by the holders Owners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder and all Certificates then Outstanding. All notices or other instruments required by this Indenture Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right (but not any duty) fully to inspect any and all of the property herein conveyedLeased Property, including all books, papers and records of the Issuer Corporation or the District pertaining to the Facilities Leased Property and the BondsCertificates, and to take such memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall is not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, Trust Agreement with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this IndentureTrust Agreement, the Trustee has the right, but is not required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action action, which may be deemed desirable by the Trustee, deemed desirable Trustee for the purpose of establishing the right of the Issuer Corporation or the District to the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunderreferred to in Section 12.03 at the direction of the Certificate Insurer or the Certificate Owners, the Trustee may require that it a satisfactory indemnity bond be furnished an indemnity bond satisfactory to it by the Certificate Insurer or the Certificate Owners, or any of them, for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee has no liability for interest on any moneys received hereunder except such as may be agreed upon, other than interest derived from investments made or required to be made under Section 7.02. (n) The Trustee is not responsible for the sufficiency of the Lease, its right to receive moneys under the Lease, or the value of or title to the Leased Property. (o) The Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Certificate Insurer or the Owners of a majority in aggregate principal amount of the Outstanding Certificates 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 Trust Agreement. (p) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by reason or through attorneys, agents, or receivers and the Trustee is not responsible for any misconduct or negligence on the part of any attorney, agent, or receiver appointed with due care. The Trustee shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder and shall be protected in any action so taken or suffered by it hereunder in reliance on such advice. (q) The Trustee is not liable for any error of judgment made in good faith, unless it shall be proved that the TrusteeTrustee was negligent in ascertaining the pertinent facts. (r) The Trustee makes no representations with respect to any information, statement, or recital in, and shall have no liability with respect to, any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Certificates. (s) The Trustee is authorized and directed to execute in its capacity as Trustee the Assignment Agreement.

Acceptance of Trusts. The Trustee hereby represents and warrants to the Issuer (for the benefit of the Registered Owners as well as the Issuer) that it is a national banking association and that it is duly authorized under such laws and the laws of Texas to accept and execute trusts of the character herein set out. The Trustee accepts and agrees to execute the trust trusts imposed upon it by this Indenture, but only upon the terms and agrees conditions set forth in this Article and subject to perform said trust the provisions of this Indenture including the following express terms and conditions, to all of which the parties hereto and the Registered Owners agree, except: (i1) except during prior to the continuance of an Event of Default as an ordinarily prudent trustee under a corporate mortgage, occurrence and (ii) during the continuance of an Event of Default, with the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon directions of the Issuer Representative and upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to requirements of this Indenture but need not verify the accuracy of the contents thereof. 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 the their exercise of its rights hereunder as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplemental indentures or instrument of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the Facilities. (c) The Trustee (not in its capacity as trustee) may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 11.1, or of which by that subsection it is deemed to have notice, and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of a majority in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other No provision of this Indenture shall be construed to entitle relieve the above named persons Trustee from liability for its own grossly negligent action, its own grossly negligent failure to any information act, or inspection involving its own willful malfeasance, except that: (1) this subsection shall not be construed to limit the confidential know-how or expertise or proprietary secrets effect of the Company.preceding provisions of this Section 1001; (j2) The the Trustee shall not be required to give liable for any bond error of judgment made in good faith by a responsible officer or surety in respect officers of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trustee.the

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenturehereby, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee, prior to the continuance occurrence of an Event of Default and after curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as an ordinarily prudent trustee under a corporate mortgageare specifically set forth herein, and (ii) during no implied covenants or obligations shall be read into this Trust Agreement against the continuance of Trustee. In case an Event of DefaultDefault has occurred (which has not been cured or waived), with the Trustee may exercise such of the rights and powers vested in it hereby, and shall use the same degree of care and skill in the exercise of its rights hereunder their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) No provision hereof 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 the repayment of such funds or adequate indemnity against such risk or liability is not assured to it. The Trustee shall be entitled to interest on any amounts advanced by it in the performance of its duties hereunder. (c) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agentsagents or receivers and the Trustee is not responsible for any misconduct or negligence on the part of any attorney, receivers agent or employees, and receiver appointed with due care by it hereunder. The Trustee shall be entitled to rely conclusively on the advice or opinion of counsel concerning all matters of trusts hereof trust and its duties hereunder, duty hereunder and may shall be protected in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion any action taken or advice of any attorney, surveyor, engineer or accountant selected suffered by it hereunder in the exercise of reasonable care, or, if selected reliance on such advice or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or non-action in accordance with any such opinion or adviceopinion. (bd) The Trustee shall is not be responsible for the validity hereof or for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on such Bonds)Certificates, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued Certificates executed and delivered hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall is not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesCorporation or the District under the Installment Sale Agreement. The Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VI hereof. (ce) The Trustee (is not in its capacity as trustee) accountable for the use or application of any Certificates or the proceeds thereof. The Trustee may become be the owner Owner of Bonds Certificates secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the District with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Certificates then Outstanding. (df) The In the absence of bad faith on its part, Trustee shall be protected in acting upon any notice, request, consent, certificate, order, requisition, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee pursuant to this Indenture in good faith hereunder upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyCertificate, shall be conclusive and binding upon all future owners Owners of the same Bond Certificate and upon Bonds issued Certificates executed and delivered in exchange therefor or in place thereof. (eg) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer a Corporation Representative or an Assistant Secretary of the Issuer, a City Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 7.02(i), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal a Corporation Representative or a City Representative to the effect that a resolution an authorization in the form therein set forth has been adopted by the Issuer Corporation or the District, as the case may be, as conclusive evidence that such resolution authorization has been duly adopted, and is in full force and effect. (fh) The permissive right of the Trustee to do things enumerated in this Indenture herein shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gi) The Trustee shall is not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure by the District to make any of the Installment Payments to the Trustee shall required to be deemed made by the District under the Installment Sale Agreement or failure by the Corporation or the District to have notice) file with the Trustee any document required hereby or by the Installment Sale Agreement to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be is specifically notified in writing of such default by the Issuer Corporation, the District or by the holders Owners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder Certificates then Outstanding and all notices or other instruments required hereby or by this Indenture the Installment Sale Agreement to be delivered to the Trustee must, in order to be effective, be delivered to at the office Corporate Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (ij) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully (but not the duty) to inspect any and all of the property herein conveyed, Wastewater System including all books, papers and records of the Issuer District pertaining to the Facilities Wastewater System and the BondsCertificates, and to take such memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (jk) The Trustee shall is not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (kl) Notwithstanding anything elsewhere in this Indenture contained, herein with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenturehereof, the Trustee has the right, but is not required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action action, by the Trustee, Trustee deemed desirable for the purpose of establishing the any right of the Issuer to the authentication execution of any BondsCertificates, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (m) Before taking such any action hereunderreferred to in Section 11.02 at the direction of the Certificate Owners, the Trustee may require that it a satisfactory indemnity bond or other indemnification acceptable to the Trustee be furnished an indemnity bond satisfactory to it by the Certificate Owners, or any of them, for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (n) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee has no liability for interest on any moneys received hereunder except such as may be agreed upon. (o) The Trustee is not responsible for the sufficiency of the Installment Sale Agreement or its right to receive moneys under the Installment Sale Agreement. (p) The Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, by reason of or exercising any action so taken by trust or power conferred upon the Trustee, hereunder. (q) The Trustee is not liable for any error of judgment made by a responsible officer of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts relating thereto. (r) The Trustee has no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Certificates. (s) The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses survive its resignation or removal and final payment or discharge of the Certificates. (t) The Trustee is not liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust (i) except during trusts, but only upon and subject to the continuance following express terms and conditions: 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 an ordinarily prudent trustee under a corporate mortgage, and (ii) during the continuance of are specifically set forth in this Indenture. In case an Event of DefaultDefault has occurred (which has not been cured or waived), with 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 the exercise of its such rights hereunder and powers, as a reasonable and prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs, but only upon and subject to the following expressed terms and conditions: (a) . The Trustee may execute any of the trusts or powers hereof of this Indenture and perform any of its duties required of it by or through attorneys, agentsagents or receivers, receivers and shall not be responsible for the conduct of any such attorney, agent or employeesreceived selected by it with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, agents or receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer attorney (who may be the attorney or accountant selected by it in attorneys for the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (gDistrict) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such reasonable care. The Trustee shall not be responsible for any loss or damage resulting from an any action or non-action inaction in accordance with any good faith in reliance upon such opinion or advice. (b) . The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in with respect to the certificate of authentication of the Trustee endorsed on such the Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer District of this Indenture or of any supplemental indentures or instrument instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the District, except as hereinafter set forth; but the Trustee may require of the District full information and agreements aforesaid advice as to the condition performance of the Facilities. (c) covenants, conditions and agreements aforesaid. The Trustee (shall have no obligation to perform any of the duties of the District hereunder. The Trustee shall not in its capacity as trustee) be accountable for the use of any Bonds authenticated or delivered hereunder or the use of the proceeds thereof by the District. The Trustee may become the owner Owner of Bonds secured hereby and may otherwise deal with the District with the same rights which it would have if it were not the Trustee. (d) . The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured hereby, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) . The Trustee shall be entitled to written direction from the District for any action to be taken hereunder by the Trustee at the request of the District. As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, District Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default of which it the Trustee has been notified as provided in subsection (gSection 7.01(h) of this Section 11.1hereof, or of which by that subsection Section 7.01(h) hereof it is shall be deemed to have notice, and shall may also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action under this Indenture is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary any of the Issuer officials of the District who executed the Bonds (or their successors in office) under its the seal of the District to the effect that a resolution in the form therein set forth has been adopted by the Issuer District as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (f) . The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of duty, and the Trustee. (g) Trustee shall not be answerable for other than its negligence or willful misconduct. The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except a default an Event of Default under Section 10.1(asubsection (a) or (b) of Section 6.01 hereof concerning or failure to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds, of which Events of Default the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default Event of Default by the Issuer District or by the holders Owners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee Trustee, must, in order to be effective, be delivered to at the office Principal Corporate Trust Office of the Trustee, and in the absence of such notice so delivereddelivered the Trustee, the Trustee may conclusively assume there is no such default Event of Default except as aforesaid. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) . At any and all reasonable times the Trustee, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, representatives shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers books and records of the Issuer District pertaining to the Facilities Refunding Project, the Pledged Revenues and the Bonds, and to take make such copies and memoranda from and in with regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) . The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) . Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, with respect to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trusteeaction, deemed desirable by the Trustee for the purpose of establishing the right of the Issuer District to the authentication of any Bonds, the withdrawal of any cash, the release of any property, cash or the taking of any other action by the Trustee. Before taking such action hereunderany of the actions referred to in Sections 6.02, 6.03, 6.05, 6.06 or 7.03 hereof, the Trustee may require that it a satisfactory instrument of indemnity be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put caused to incur and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. All moneys received by the Trustee shall, until used or applied as provided herein, be held in trust for the purposes for which they were received. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The Trustee shall have the right to accept and act upon instructions, including without limitation funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the District shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District, whenever a person is to be added or deleted from the listing. If the District elects to give the Trustee Instructions using Electronic Means, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The District understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instructions, provided, however, that if the Trustee receives Instructions by Electronic Means, then subsequently receives inconsistent or conflicting Instructions, the Trustee shall rely and act on such subsequent written Instructions to the extent that it has not already acted upon the previously received Instructions. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by reason third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any action so taken compromise or unauthorized use of the security procedures. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, reasonable counsel fees and expenses and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Intervention by Trustee. In any judicial proceeding which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of the Owners of the Bonds, the Trustee may intervene on behalf of the Owners of the Bonds and shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount of Outstanding Bonds and if indemnified as provided in Section 7.01(l) hereof.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) except during The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants, obligations or duties shall be read into this Indenture against the continuance of Trustee. In case an Event of Default as an ordinarily prudent trustee under a corporate mortgagehereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with shall use the same degree of care and skill and diligence in the exercise of its rights hereunder their exercise, as a prudent man reasonable person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agents, receivers or employeesreceivers, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee but shall not be responsible for the acts of any loss agents, attorneys or damage resulting from an receivers appointed by it with due care. The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty hereunder and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or non-action omitted by it in good faith and in accordance with any such opinion or adviceherewith. (bc) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to Tax Certificate or the certificate of the Trustee endorsed on such Authority Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the validity, effectiveness or the sufficiency of the security for the Authority Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid on the part of the Authority hereunder or under the Tax Certificate. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement, or recital in any offering memorandum, official statement, or other disclosure material prepared or distributed with respect to the issuance of the Authority Bonds. In addition , the Trustee shall not be responsible for (i) the validity, priority, recording, re- recording, filing or re-filing of this Indenture or any Supplemental Indenture, (ii) any instrument or document of further assurance or collateral assignment, (iii) the preparation, filing or re-filing of any financing statements, amendments thereto or continuation statements, (iv) the validity of the execution by the Authority of this Indenture, any Supplemental Indenture or instruments or documents of further assurance, (v) the sufficiency of the security for the Authority Bonds issued hereunder or intended to be secured hereby, (vi) the maintenance of the security hereof, or (vii) the use of any funds disbursed by the Trustee in accordance with the terms of this Indenture. The Trustee shall not be bound to ascertain or inquire as to the condition observance or performance of any covenants, agreements or obligations on the part of the FacilitiesAuthority under the Tax Certificate or other agreement, instrument or document related to this Indenture (the “Related Documents”) except as set forth herein; but the Trustee may require of the Authority full information and advice as to the observance or performance of those covenants, agreements and obligations. Except as otherwise provided in this Indenture, the Trustee shall have no obligation to observe or perform any of the duties of the Authority under the Related Documents. (cd) Except as provided in Section 3.2 hereof, the Trustee shall not be accountable for the use of any proceeds of sale of the Authority Bonds delivered hereunder. The Trustee (not in its capacity as trustee) may become the owner Owner of Authority Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Authority Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Authority Bonds then Outstanding. (de) The Trustee shall be protected and shall incur no liability in acting, or refraining from acting in good faith and without negligence, in reliance upon any notice, request, consent, certificate, order, affidavit, letter, telegram telegram, facsimile or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. The Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Trustee unless the Trustee was negligent in ascertaining the pertinent facts. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture upon the request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyAuthority Bond, shall be conclusive and binding upon all future owners Owners of the same Authority Bond and upon Authority Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Authority Bond or to take any action at such person’s request unless the ownership of such Authority Bond by such person shall be reflected on the Bond Register. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to request and rely upon a certificate Certificate of the Issuer signed by the Chairman, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuer, Authority as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default hereunder of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 6.2(h) hereof, shall also be at liberty to accept a similar certificate Certificate of the Authority to the effect that any particular dealing, transaction or action is necessary or expedient, and shall be fully protected in relying thereon, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and notwithstanding any other provision of this Indenture, the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except where a Responsible Officer has actual knowledge of such Event of Default and except for a default under Section 10.1(aSections 8.1(a) or (b) hereof concerning which the Trustee shall be deemed to have notice) hereof, unless the Trustee a Responsible Officer shall be specifically notified in writing of such default by the Issuer Authority or by the holders Owners of a majority at least twenty-five percent (25%) in aggregate principal amount of the Authority Bonds outstanding hereunder then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to a Responsible Officer at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The . Delivery of a notice to the officer and address for the Trustee set forth in Section 9.12 hereof, as updated by the Trustee from time to time, shall not be personally liable for any debts contracted or for damages deemed notice to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provideda Responsible Officer. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Authority Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto records such as may be desired, provided, however, that nothing contained in this subsection desired but which is not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisesperformance of its duties hereunder. (k) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Authority Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that as may be deemed desirable by the terms hereof required as a condition of such action by the Trustee, deemed desirable Trustee in its sole discretion for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Authority Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such the action hereunderreferred to in Sections 6.5 or 8.2, or in this Article, the Trustee may require that it be furnished an indemnity bond satisfactory to it be furnished for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful default misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds. (n) The Trustee shall not be liable for interest on any cash held by it except as the Trustee may agree with the Authority or as required to be invested pursuant to the terms of this Indenture. (o) The permissive right of the TrusteeTrustee to do things enumerated in this Indenture shall not be construed as a duty. (p) The Trustee may, but shall be under no duty to, require of the Authority full information and advice as to the performance of the covenants, conditions and agreements of the Authority in this Indenture or the Related Documents. The Trustee shall have no obligation to perform any of the duties of the Authority under the Indenture or the Related Documents. (q) The Trustee makes no representation as to the validity or adequacy of this Indenture or the Authority Bonds, it shall not be accountable for the use of the proceeds from the Authority Bonds paid either to the Authority and it shall not be responsible for any statements of the Authority in this Indenture or the Related Documents. The Trustee shall not be responsible for the validity of the execution by reason the Authority of this Indenture, any Supplemental Indenture, the Related Documents or of any action so taken instruments of further assurance, or for the sufficiency of the security for this Indenture issued hereunder or intended to be secured hereby. (r) The Trustee may rely upon a facsimile transmission with regard to any requisition or instruction for any transfer, disbursement or investment of funds held by the Trustee. The Authority shall confirm such transmission promptly in writing by mail.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this IndentureBond Agreement, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Bond Agreement against the Trustee: (ia) except during The Trustee, prior to the continuance occurrence of any 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 herein. In case an Event of Default as an ordinarily prudent trustee under a corporate mortgagehas occurred (which has not been cured) the Trustee shall exercise such of the rights and powers vested in it by this Bond Agreement, and (ii) during the continuance of an Event of Default, with use the same degree of care and skill in the exercise of its rights hereunder their exercise, as a reasonable and prudent man person would exercise or use under the circumstances in the conduct of his personal affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any of its duties required of it by or through attorneys, agents, receivers agents or employeesemployees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to act upon the opinion or advice of counsel its Counsel concerning all matters of trusts trust hereof and its the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers agents and employees as may reasonably be employed in connection with the trusts trust hereof. Such reasonable compensation for counsel shall be paid by the Borrower. The Trustee may act upon the an opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee independent counsel and shall not be responsible for any loss or damage resulting from an any action or non-action nonaction by it taken or omitted to be taken in accordance with any good faith in reliance upon such opinion or adviceof independent Counsel. (bc) The Trustee shall not be responsible for any recital herein, herein or in the Bonds (except in respect to the certificate of authentication of the Trustee endorsed on such the Bonds), or for insuring the Facilities or collecting any insurance moneys, ) or for the validity of the execution by the Issuer of this Indenture Bond Agreement or of any supplemental indentures or instrument of further assurance, supplements hereto or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and or agreements aforesaid as to on the condition part of the FacilitiesIssuer or on the part of the Borrowers in connection with this Bond Agreement, except as hereinafter set forth; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 3.08. (cd) The Trustee (shall not in its capacity as trustee) be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds secured hereby a Bondowner with the same rights which it would have if not Trustee. The Trustee may in good faith buy, sell, own and deal in any of the Bonds and may join in any action which any Bondowner may be entitled to take with like effect as if the Trustee were not a party to this Bond Agreement. (de) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons. Any action taken by the Trustee pursuant to this Indenture Bond Agreement upon the request or request, authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Bondowner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Bondowners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (ef) As to the existence or non-existence nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer signed by its Highest Elected Official or Clerk or such other person as may be designated for such purpose by resolution of the Issuer and attested to by the Chairman, the Vice Chairman, the Secretary-Treasurer Clerk or an Assistant Secretary such other person as may be designated for such purpose by resolution of the Issuer, Issuer as sufficient evidence of the facts therein contained contained; and prior to the occurrence of a default of which it the Trustee has been notified as provided in subsection (gh) of this Section 11.17.01, or of which by that said subsection it is deemed to have notice, and shall also be at liberty to accept and rely upon a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as it may think deemed necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer Issuer’s Clerk under its seal the Issuer’s seal, if any, to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. The resolutions, orders, opinions, certificates and other instruments provided for herein may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the withdrawal of cash and the taking or omitting of any other action hereunder. (fg) The permissive right of the Trustee to do things enumerated in this Indenture herein shall not be construed as a duty unless failure to take such action would be a violation of the Trustee’s duty to mitigate damages, and the Trustee shall not be answerable for other than its gross negligence or willful default. (gh) The Trustee shall not be required to take notice or be deemed presumed to have notice knowledge of any default or Event of Default hereunder (except a default under Section 10.1(a) or (b) hereof concerning which failure to pay the Trustee shall be deemed to have notice) principal of, premium, if any, and interest on the Bonds, unless the Trustee shall be specifically notified in writing of such default by the Issuer Borrower, the Issuer, the Original Purchaser or by the holders Bondowners of a majority at least 25% in aggregate principal amount of Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaidOutstanding. (h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provided. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer pertaining to the Facilities and the Bonds, and to take such memoranda from and in regard thereto as may be desired, provided, however, that nothing contained in this subsection or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Company. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee, by reason of any action so taken by the Trustee.

Acceptance of Trusts. The Trustee hereby accepts the trust trusts imposed upon it by this Indenture, and agrees to perform said trust trusts, but only upon and subject to the following express terms and conditions: (ia) The Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture. These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except during for the continuance performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default as an ordinarily prudent trustee under a corporate mortgagehereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and (ii) during the continuance of an Event of Default, with shall use the same degree of care and skill and diligence in the exercise of its rights hereunder their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs, but only upon and subject to the following expressed terms and conditions:. (ab) The Trustee may execute any of the trusts or powers hereof and perform any the duties required of it hereunder by or through attorneys, agents, receivers or employeesreceivers, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the Issuer prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 11.1, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee but shall not be responsible for the acts of any loss agents, attorneys or damage resulting from an receivers appointed by it with due care. The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty hereunder and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or non-action omitted by it in good faith and in accordance with any such opinion or adviceherewith. (bc) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to Tax Certificate or the certificate of the Trustee endorsed on such Bonds), or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture supplements thereto or of any supplemental indentures or instrument instruments of further assurance, or for the validity, effectiveness or the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance or observance of any covenants, conditions and or agreements aforesaid as on the part of the Authority hereunder or under the Tax Certificate. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement, or recital in any offering memorandum, official statement, or other disclosure material prepared or distributed with respect to the condition issuance of the FacilitiesBonds. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. (cd) Except as provided in Section 3.2 hereof, the Trustee shall not be accountable for the use of any proceeds of sale of the Bonds delivered hereunder. The Trustee (not in its capacity as trustee) may become the owner Owner of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (de) The Trustee shall be protected and shall incur no liability in acting, or refraining from acting in good faith and without negligence, in reliance upon any notice, request, consent, certificate, order, affidavit, letter, telegram telegram, facsimile or other paper or document believed by it, in the exercise of reasonable care, it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee without negligence pursuant to this Indenture upon the written direction, request or authority or consent of any person who at the owner time of making such request or giving such authority or consent is the Owner of any Bond secured herebyBond, shall be conclusive and binding upon all future owners Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at such person’s request unless the ownership of such Bond by such person shall be reflected on the Bond Register. (ef) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to request and rely upon a certificate Certificate of the Issuer signed by the ChairmanAuthority or opinion of counsel, the Vice Chairman, the Secretary-Treasurer or an Assistant Secretary of the Issuerin its sole and exclusive discretion, as sufficient evidence of the facts therein contained and prior to the occurrence of a default an Event of Default hereunder of which it the Trustee has been notified as provided in subsection (g) of this Section 11.1, given notice or of which by that subsection it is deemed to have notice, and as provided in Section 6.2(h) hereof, shall also be at liberty to accept a similar certificate Certificate of the Authority or opinion of counsel, in its sole and exclusive discretion, to the effect that any particular dealing, transaction or action is necessary or expedient, and shall be fully protected in relying thereon, but may at its discretion, at the reasonable expense of the Issuer, in every case discretion secure such further evidence as deemed by it may think to be necessary or advisable advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of an Assistant Secretary of the Issuer under its seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and notwithstanding any other provision of this Indenture, the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the TrusteeTrustee shall extend to its officers, directors, employees and agents. In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (gh) The Trustee shall not be required to take notice or be deemed to have notice of any default Event of Default hereunder (except where a default under Section 10.1(a) or (b) hereof concerning which Responsible Officer has actual knowledge of such Event of Default and except for the failure by the Authority to make any of the payments to the Trustee shall required to be deemed made by the Authority pursuant hereto, including payments on the Local Obligations, or failure by the Authority to have notice) unless file with the Trustee any document required by this Indenture to be so filed on a date certain subsequent to the issuance of the Bonds, unless a Responsible Officer shall be specifically notified in writing of such default by the Issuer Authority or by the holders Owners of a majority at least twenty five percent (25%) in aggregate principal amount of the Outstanding Bonds outstanding hereunder and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to a Responsible Officer at the office Trust Office of the Trustee, and in the absence of such notice so delivered, delivered the Trustee may conclusively assume there is no such default Event of Default hereunder except as aforesaid. (h) The . Delivery of a notice to the officer and address for the Trustee set forth in Section 9.12 hereof, as updated by the Trustee from time to time, shall not be personally liable for any debts contracted or for damages deemed notice to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the real and tangible personal property as in this Indenture provideda Responsible Officer. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the Issuer Authority pertaining to the Facilities and the Bonds, and to take make copies of any of such memoranda from books, papers and in regard thereto records such as may be desired, provided, however, that nothing contained in this subsection desired but which is not privileged by statute or in any other provision of this Indenture shall be construed to entitle the above named persons to any information or inspection involving the confidential know-how or expertise or proprietary secrets of the Companyby law. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premisesperformance of its duties hereunder. (k) Notwithstanding anything elsewhere in this Indenture contained, with respect to the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals, appraisals or other information, or corporate action or evidence thereof, in addition to that as may be deemed desirable by the terms hereof required as a condition of such action by the Trustee, deemed desirable Trustee in its sole discretion for the purpose of establishing the right of the Issuer Authority to the authentication execution of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. . (l) Before taking such any action hereunderreferred to in Sections 6.5, Article VIII, or this Article, the Trustee may require that it be furnished an indemnity bond satisfactory to it be furnished for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the its negligence or willful misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds. (n) Whether or not 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 Article VI. (o) The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. (p) The Trustee shall have the right to accept and act upon instructions, by reason of any action so taken including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority, whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Notwithstanding the effective date of this Indenture or anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder.