Common use of Duties, Immunities and Liabilities of Trustee Clause in Contracts

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), 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 prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. of the Trust Indenture is hereby made applicable to this Agreement as if this Agreement were (asolely for this purpose) contained in the Trust Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may shall have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Agreement and no implied duties or covenants shall be read into this Indenture Agreement against the Trustee. Nothing in this Agreement shall be construed to mean or imply that the Trustee is an "obligated person" under the Rule. The Trustee shallshall have no obligation to make the disclosure required herein with respect to the Series 2020 Bonds or the Department or any other matter except as expressly provided herein. The fact that the Trustee may have a banking relationship with the Department or any Person with whom the Department contracts in connection with the transactions described in the Trust Indenture, during apart from the existence relationship created by the Trust Indenture or this Agreement, shall not be construed to mean that the Trustee or a Responsible Officer thereof has actual knowledge of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested event described in it Section 2(e) above except as may be provided by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove written notice to the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove pursuant to this Agreement or the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trust Indenture. The Trustee shall cease in no event incur any liability with respect to (i) any action taken or omitted to be eligible taken in accordance good faith upon advice of legal counsel given with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver respect to any questions relating to the duties and responsibilities of the Trustee or its Leased Property shall be appointedhereunder, or (ii) any public officer shall take control action taken or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, omitted to be taken in each case by giving written notice of such removal reliance upon any document delivered to the Trustee and believed to be genuine and to have been signed or presented by the City and thereupon shall appoint a successor Trustee by an instrument in writingproper party or parties. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at from time to time consult with legal counsel of its own choosing in the event of any time resign by giving written notice disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith upon the advice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writinglegal counsel. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. of the Trust Indenture is hereby made applicable to this Agreement as if this Agreement were (asolely for this purpose) contained in the Trust Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may shall have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Agreement and no implied duties or covenants shall be read into this Indenture Agreement against the Trustee. Nothing in this Agreement shall be construed to mean or imply that the Trustee is an "obligated person" under the Rule. The Trustee shallshall have no obligation to make the disclosure required herein with respect to the Series 2022B Bonds or the Department or any other matter except as expressly provided herein. The fact that the Trustee may have a banking relationship with the Department or any Person with whom the Department contracts in connection with the transactions described in the Trust Indenture, during apart from the existence relationship created by the Trust Indenture or this Agreement, shall not be construed to mean that the Trustee or a Responsible Officer thereof has actual knowledge of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested event described in it Section 2(e) above except as may be provided by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove written notice to the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove pursuant to this Agreement or the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trust Indenture. The Trustee shall cease in no event incur any liability with respect to (i) any action taken or omitted to be eligible taken in accordance good faith upon advice of legal counsel given with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver respect to any questions relating to the duties and responsibilities of the Trustee or its Leased Property shall be appointedhereunder, or (ii) any public officer shall take control action taken or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, omitted to be taken in each case by giving written notice of such removal reliance upon any document delivered to the Trustee and believed to be genuine and to have been signed or presented by the City and thereupon shall appoint a successor Trustee by an instrument in writingproper party or parties. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at from time to time consult with legal counsel of its own choosing in the event of any time resign by giving written notice disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith upon the advice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writinglegal counsel. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shallwill, prior to an Event of Default, and after the curing or waiver of all Events of Default which that may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the TrusteeDeclaration of Trust. The Trustee shallwill have no implied duties. The permissive right or power to take any action may not be construed as a duty to take action under any circumstances, and the Trustee will not be liable except in the event of its gross negligence or willful misconduct. The Trustee will, during the existence of any Event of Default (which has not been cured or waived)Default, exercise such of the rights and powers vested in it by this IndentureDeclaration of Trust, and use the same degree of care and skill in its their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove Trustee will not be obligated to risk its own funds in the administration of the Trust Estate. Notwithstanding any provision herein to the contrary, the Trustee at need not take any time unless an Event action under this Declaration of Default shall have occurred and then be continuingTrust that may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability, and shall remove the Trustee if at any time requested including liability related to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01environmental contamination, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trusteeit reasonably believes it may incur. (c) The Trustee may at is not responsible for any time resign by giving written notice recitals contained in this Declaration of such resignation Trust or in the Certificates, or for the recording, filing, rerecording or refiling of this Declaration of Trust or security agreements (excluding the continuation of Uniform Commercial Code financing statements) in connection therewith, or for insuring the Project or for collecting any insurance moneys or for the sufficiency of the security for the Certificates. The Trustee makes no representations as to the Authority and value or condition of the CityTrust Estate or any part thereof, and or as to the validity or sufficiency of this Declaration of Trust or of the Certificates. The Trustee will not be accountable for the use or application by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of any of the Trustee and appointment Certificates or the proceeds thereof or of a successor Trustee shall become effective any money paid to or upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request order of the City (as agent under any provision of the Authority) this Declaration of Trust or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthorityLease. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied covenants, duties or covenants obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. (b) The City Successor Agency may remove the Trustee at any time time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property property or affairs for the purpose of rehabilitation, conservation or liquidation, in . In each case such removal shall be accomplished by the giving of 30-days prior written notice of such removal by the Successor Agency to the Trustee and Trustee, whereupon the City and thereupon Successor Agency shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, Successor Agency and by giving the Bond Owners notice of such resignation by mail first class mail, postage prepaid, at the their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty forty-five (6045) days of giving notice of removal or notice of resignation as aforesaid, the City resigning Trustee or any Owner (as agent on behalf of the Authoritysuch Owner and all other Owners) shall may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing executing, acknowledging and delivering to the Authority, the City Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee Xxxxxxx as provided in this subsection, the Authority Successor Agency shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the their respective addresses shown on the Registration Books. If the Authority Successor Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthoritySuccessor Agency. (e) Any Trustee appointed under the provisions of this Indenture Section in succession to the Trustee shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise financial institution having a corporate trust powersoffice in the State, shall have having (or, or in the case of a corporation or national banking association trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000)75,000,000, shall be and subject to supervision or examination by federal or state agency, so long as any Bonds are Outstandingauthority. If such corporation or national banking association financial institution publishes a report of condition at least annually annually, pursuant to law or to the requirements of any supervising or examining agency authority above referred to to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01Section. The Successor Agency will maintain a Trustee which is qualified under the provisions of the foregoing provisions of this subsection (e), so long as any Bonds are Outstanding.

Duties, Immunities and Liabilities of Trustee. (aA) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the TrusteeIndenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), 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, their exercise as a prudent man persons would exercise or use under the circumstances in the conduct of his their own affairs. If the Trustee is not the Bond Registrar the provisions of Section 8.01(A)(a) and (b) apply to any such other Bond Registrar as they apply to the Trustee. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action or its own grossly negligent failure to act, except that: (a) Prior to such an Event of Default hereunder and after the curing of all Events of Default which may have occurred, (1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, the Trustee shall not be liable except for the performance of such duties and obligations 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 gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture. (b) At all times, regardless of whether or not any Event of Default shall exist, (1) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, director or employee of the Trustee unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority, or such larger percentage as may be required hereunder, in aggregate principal amount of the Bonds at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers other than to notify the Authority that it intends to take no particular action or to notify the Bondholders that it will take no action if adequate indemnity and/or security satisfactory against such risk or liability is not assured to it. All indemnifications and releases from liability granted herein or under the Loan Agreement to the Trustee shall extend to the directors, officers, employees, agents, successors and assigns of the Trustee and to the Trustee in each of its capacities hereunder. (B) The City Authority may remove the Trustee at any time unless an Event upon its own decision or upon Request of Default shall have occurred and then be continuingthe Borrower, and shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (eF) of this Section 8.01Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice of such removal to the Trustee. (cC) The Trustee may at any time resign by giving written notice of such resignation to the Authority Authority, the Borrower and the CityBank, if any, not less than forty-five (45) days before the date specified in such notice when such resignation shall take effect, and by giving the Bond Owners Bondholders notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving registration books maintained by the Trustee not less than twenty (20) days prior to such resignation date. (D) In the event that the Trustee hereunder shall give notice of resignationresignation or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public office or offices, or of a receiver appointed by a court, the City as agent for Borrower may (to the extent that no Event of Default shall have occurred and be continuing hereunder or under the Loan Agreement), with the prior written consent of the Authority shall promptly and the Bank, if any, appoint a successor Trustee and shall confirm such appointment in writing delivered personally or sent by first class mail, postage prepaid, to the Authority, retiring Trustee, successor Trustee, Bank, if any, and Remarketing Agent, if any. Pending such appointment by the Borrower as provided above, the Authority may, with the consent of the Borrower (to the extent that no Event of Default shall have occurred and be continuing hereunder or under the Loan Agreement) and the Bank, if any, appoint a temporary successor Trustee by an instrument in writingwriting signed by an authorized officer of the Authority, a copy of which shall be delivered personally or sent by first class mail, postage prepaid, to the retiring Trustee, the successor Trustee, the Borrower, the Bank, if any, and the Remarketing Agent, if any. If no permanent successor Trustee shall have been appointed by the Borrower within six (6) calendar months next succeeding the month during which the Authority appoints such a temporary Trustee, such temporary Trustee shall without further action on the part of the Authority or the Bondholders become the permanent successor Trustee. (dE) Any removal or resignation of the Trustee pursuant to (B) or (C) above and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no the Borrower or the Authority fail to so appoint a successor Trustee (whether permanent or temporary) hereunder within forty-five (45) days after the Trustee has given notice of its resignation, has been removed, has been dissolved, has otherwise become incapable of acting hereunder or has been taken under control by a public officer or receiver, the Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall right to petition any a court of competent jurisdiction for the appointment of to appoint a successor Trusteehereunder. (F) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company, national association or bank organized and in good standing under the laws of the State, the United States of America or any state or the District of Columbia and have a combined total capital and surplus of not less than $50,000,000 as set forth in its most recent published annual report of condition, or alternatively, a liability policy having the type of coverage and in an amount acceptable to the Authority and the Borrower. Every such court may thereuponTrustee shall have an operations group of at least four (4) experienced trust officers, after such notice with responsibility for municipal bond issues and shall have at least 25 municipal bond indentures aggregating at least $25,000,000 under its administration. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (if anyF), the Trustee shall resign immediately in the manner and with the effect specified in this Section. (G) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority, the City Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; butprovided, nevertheless however, that at the Written Request of the City (as agent of the Authority) Authority or the written request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to shall mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency Rating Agency which is then rating the Bonds and Bonds, to the Bond Owners Bondholders at the addresses shown on the Registration Booksregistration books maintained by the Trustee, to the Borrower, the Remarketing Agent, if any, and to the Bank, if any. (H) Notwithstanding any provisions of this Section 8.01 to the contrary concerning the resignation or removal of the Trustee or the appointment of a successor Trustee, for so long as a Letter of Credit is in effect with respect to the Bonds, no such resignation, removal or appointment shall be effective until the Bank shall have issued and delivered to the successor Trustee (i) a substitute Letter of Credit in favor of the successor Trustee in substantially the same form as the existing Letter of Credit, whereupon the Trustee shall return the existing Letter of Credit to the Bank for cancellation or (ii) an amendment to the existing Letter of Credit evidencing the transfer thereof to the successor Trustee. (I) The Trustee is not responsible for effecting, maintaining or renewing any policies of insurance of the Borrower or for any representations regarding the sufficiency of any policy of insurance of the Borrower and shall not be responsible for monitoring or reviewing any policy of insurance of the Borrower or be obligated to file claims or proofs of loss in the case of insurance or to pay taxes or assessments. (J) The Trustee shall not be responsible for filing financing or continuation statements in any public office at any time or otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Indenture. (K) Subject to the provisions of Sections 5.06 and 10.03 hereof, all moneys received by the Trustee and the Tender Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except draws on the Letter of Credit, all Available Moneys, all Tender Proceeds, all moneys being aged to become Available Moneys, and otherwise except to the extent required by law or by this Indenture. The Trustee and the Tender Agent shall be under no liability for interest on any moneys received by them hereunder. Any interest allowed on any such moneys shall be deposited in the fund or account to which such moneys are credited. Any moneys held by the Trustee or the Tender Agent may be deposited by it in its banking department and invested as provided herein. (L) The Trustee shall not be responsible for the Borrower’s use of the proceeds from the Bonds. (M) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture or the Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that: (1) subsequent to such facsimile transmission of written instructions or directions the Trustee shall forthwith receive the originally executed instructions or directions, (2) such originally executed instructions or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions or directions and (3) the Trustee shall have received a current incumbency certificate listing persons designated to give such instructions or directions and containing the specimen signature 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 fails Borrower 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 notice within fifteen (15) days after acceptance instructions, the Trustee’s understanding of appointment 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 Borrower agrees to assume all risks arising out of the use of such electronic methods by the successor Borrower to submit instructions and directions to the Trustee, including, without limitation, the successor risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties. Instructions or directions executed by an Authorized Representative of the Bank, if any, or the Borrower shall cause such notice be deemed to be mailed at the expense in compliance with clauses (2) and (3) of the Authoritythis paragraph. (eN) Any The permissive rights of the Trustee appointed to do things enumerated in the Indenture shall not be construed as a duty. (O) Each of the rights and protections of the Trustee under this Indenture shall also be a corporation afforded to the Trustee in each capacity or association organized sub-capacity, as applicable, that it serves under this Indenture and the Loan Agreement and all other agreements related thereto. (P) The Trustee makes the following representations to the Authority: (I) All federal, state and local governmental, public, and regulatory authority approvals, consents, notices, authorizations, registrations, licenses, exemptions and filings that are required to have been obtained or made by the Trustee with respect to the authorization, execution, delivery, and performance by, or the enforcement against or by, the Trustee of this Indenture have been obtained and are in full force and effect and all conditions of such approvals, consents, notices, authorizations, registrations, licenses, exemptions and filings have been fully complied with. (II) The Trustee is not (i) required to qualify or obtain any certificate of authority to do business in the State or (ii) subject to any filing requirement to make any or pay any fees or taxes required of foreign entities doing business under in the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (orState, in the either case solely as a result of a corporation executing, delivering, or national banking association included in a bank holding company system, the related bank holding company shall haveperforming this Indenture. (III) The Trustee has a combined capital and surplus of at least one hundred million dollars ($100,000,000)50,000,000 or, shall be subject alternatively, a liability policy having the type of coverage and in an amount acceptable to supervision or examination by federal or state agency, so long as any Bonds are Outstandingthe Authority and the Borrower. If such corporation or national banking association publishes a report The Trustee has an operations group of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then four experienced trust officers, with responsibility for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be municipal bond issues. The Trustee administers at least 25 municipal bond indentures aggregating at least $25,000,000 under its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01administration.

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties covenants or covenants obligations shall be read into this Indenture against the TrusteeTrustee hereunder. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) The City may Authority may, and upon the written request of the Corporation, shall, remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City Trustee, and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice writing subject to the Trusteeapproval of the Office. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Booksregistration books maintained by the Trustee. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writingwriting subject to the approval of the Office. The Trustee shall not be relieved of its duties until such successor Trustee has accepted appointment. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty thirty (6030) days of giving notice of removal or notice of resignation as aforesaid, the City retiring Trustee or any Owner (as agent on behalf of the Authorityhimself and all other Owners) shall may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Booksregistration books maintained by the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under the provisions of this Indenture Section 8.01 in succession to the Trustee shall be a corporation corporation, trust company or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate bank having trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) having a combined capital and surplus (or the parent holding company of which has a combined capital and surplus) of at least one hundred fifty million dollars ($100,000,00050,000,000), shall be and subject to supervision or examination by federal or state agency, so long as any Bonds are Outstandingauthority. If such corporation corporation, bank or national banking association trust company publishes a report of condition at least annually annually, pursuant to law or to the requirements of any supervising or examining agency authority above referred to to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation corporation, bank or national banking association trust (or holding) company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. of the Trust Indenture is hereby made applicable to this Agreement as if this Agreement were (asolely for this purpose) contained in the Trust Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may shall have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Agreement and no implied duties or covenants shall be read into this Indenture Agreement against the Trustee. Nothing in this Agreement shall be construed to mean or imply that the Trustee is an "obligated person" under the Rule. The Trustee shallshall have no obligation to make the disclosure required herein with respect to the Series 2021 Bonds or the Department or any other matter except as expressly provided herein. The fact that the Trustee may have a banking relationship with the Department or any Person with whom the Department contracts in connection with the transactions described in the Trust Indenture, during apart from the existence relationship created by the Trust Indenture or this Agreement, shall not be construed to mean that the Trustee or a Responsible Officer thereof has actual knowledge of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested event described in it Section 2(e) above except as may be provided by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove written notice to the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove pursuant to this Agreement or the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trust Indenture. The Trustee shall cease in no event incur any liability with respect to (i) any action taken or omitted to be eligible taken in accordance good faith upon advice of legal counsel given with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver respect to any questions relating to the duties and responsibilities of the Trustee or its Leased Property shall be appointedhereunder, or (ii) any public officer shall take control action taken or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, omitted to be taken in each case by giving written notice of such removal reliance upon any document delivered to the Trustee and believed to be genuine and to have been signed or presented by the City and thereupon shall appoint a successor Trustee by an instrument in writingproper party or parties. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at from time to time consult with legal counsel of its own choosing in the event of any time resign by giving written notice disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith upon the advice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writinglegal counsel. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. of the Trust Indenture is hereby made applicable to this Agreement as if this Agreement were (asolely for this purpose) contained in the Trust Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may shall have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Agreement and no implied duties or covenants shall be read into this Indenture Agreement against the Trustee. Nothing in this Agreement shall be construed to mean or imply that the Trustee is an “obligated person” under the Rule. The Trustee shallshall have no obligation to make the disclosure required herein with respect to the Bonds or the Department or any other matter except as expressly provided herein. The fact that the Trustee may have a banking relationship with the Department or any Person with whom the Department contracts in connection with the transactions described in the Trust Indenture, during apart from the existence relationship created by the Trust Indenture or this Agreement, shall not be construed to mean that the Trustee or a Responsible Officer thereof has actual knowledge of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested event described in it Section 2(e) above except as may be provided by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove written notice to the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove pursuant to this Agreement or the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trust Indenture. The Trustee shall cease in no event incur any liability with respect to (i) any action taken or omitted to be eligible taken in accordance good faith upon advice of legal counsel given with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver respect to any questions relating to the duties and responsibilities of the Trustee or its Leased Property shall be appointedhereunder, or (ii) any public officer shall take control action taken or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, omitted to be taken in each case by giving written notice of such removal reliance upon any document delivered to the Trustee and believed to be genuine and to have been signed or presented by the City and thereupon shall appoint a successor Trustee by an instrument in writingproper party or parties. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at from time to time consult with legal counsel of its own choosing in the event of any time resign by giving written notice disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith upon the advice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writinglegal counsel. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Indenture. The Trustee shall only be obligated to perform such duties as are expressly set forth herein, and no implied duties or covenants obligations not expressly set forth herein shall be read into this Indenture against the Trusteeimplied. The Trustee shall, during the existence of any Event of Default (which has not been cured or waivedcured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City Agency may remove the Trustee at any time time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property property or affairs for the purpose of rehabilitation, conservation or liquidation, in . In each case such removal shall be accomplished by the giving of written notice of such removal by the Agency to the Trustee and Trustee, whereupon the City and thereupon Agency shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, Agency and by giving the Bond Owners notice of such resignation by mail at the their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority Agency shall promptly appoint a successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such successor Trustee has accepted such appointment. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty forty-five (6045) days of giving notice of removal or notice of resignation as aforesaid, the City resigning Trustee or any Bond Owner (as agent on behalf of the Authorityhimself and all other Bond Owners) shall may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority Agency shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then has a current rating on the Bonds and to the Bond Owners at the their respective addresses shown on the Registration Books. If the Authority Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthorityAgency. (e) Any Trustee appointed under the provisions of this Indenture Section in succession to the Trustee shall be a trust company, corporation or association organized and doing business under bank having the laws powers of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate a trust powers, shall have (or, company having a trust office in the case State of a corporation or national banking association included in a bank holding company systemCalifornia, the related bank holding company shall have) having a combined capital and surplus of at least one hundred million dollars Fifty Million Dollars ($100,000,00050,000,000), shall be and subject to supervision or examination by federal or state agency, so long as any Bonds are Outstandingauthority. If such bank, corporation or national banking association trust company publishes a report of condition at least annually annually, pursuant to law or to the requirements of any supervising or examining agency authority above referred to to, then for the purpose of this subsection (e), the combined capital and surplus of such bank, corporation or national banking association trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01Section. (f) 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 these Bonds. (g) Before taking any action under Article VIII or this Article at the request of the Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement 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 negligence or willful misconduct in connection with any action so taken. (h) No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder.

Duties, Immunities and Liabilities of Trustee. of the Trust Indenture is hereby made applicable to this Agreement as if this Agreement were (asolely for this purpose) contained in the Trust Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may shall have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Agreement and no implied duties or covenants shall be read into this Indenture Agreement against the Trustee. Nothing in this Agreement shall be construed to mean or imply that the Trustee is an "obligated person" under the Rule. The Trustee shallshall have no obligation to make the disclosure required herein with respect to the Series 2019 Bonds or the Department or any other matter except as expressly provided herein. The fact that the Trustee may have a banking relationship with the Department or any Person with whom the Department contracts in connection with the transactions described in the Trust Indenture, during apart from the existence relationship created by the Trust Indenture or this Agreement, shall not be construed to mean that the Trustee or a Responsible Officer thereof has actual knowledge of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested event described in it Section 2(e) above except as may be provided by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove written notice to the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove pursuant to this Agreement or the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trust Indenture. The Trustee shall cease in no event incur any liability with respect to (i) any action taken or omitted to be eligible taken in accordance good faith upon advice of legal counsel given with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver respect to any questions relating to the duties and responsibilities of the Trustee or its Leased Property shall be appointedhereunder, or (ii) any public officer shall take control action taken or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, omitted to be taken in each case by giving written notice of such removal reliance upon any document delivered to the Trustee and believed to be genuine and to have been signed or presented by the City and thereupon shall appoint a successor Trustee by an instrument in writingproper party or parties. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at from time to time consult with legal counsel of its own choosing in the event of any time resign by giving written notice disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith upon the advice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writinglegal counsel. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied covenants, duties or covenants obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. (b) The City Successor Agency may remove the Trustee at any time time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property property or affairs for the purpose of rehabilitation, conservation or liquidation, in . In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee and Trustee, whereupon the City and thereupon Successor Agency shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, Successor Agency and by giving the Bond Owners notice of such resignation by mail first class mail, postage prepaid, at the their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.forty-five

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the TrusteeIndenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waivedcured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City Any Trustee hereunder may remove the Trustee be removed at any time unless by an Event of Default shall have occurred and then be continuing, and shall remove instrument appointing a successor to the Trustee if at any time requested to do so removed, executed by the Owners Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding or the Bank (or their attorneys duly authorized provided that the Bank is not in writingdefault under the Letter of Credit) or if at any time and filed with the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01Trustee, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of and the Trustee or its Leased Property shall be appointed, or any public officer Company. Such removal shall take control or charge effect only upon the appointment of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trusteetrustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority Company and the City, Bank and by giving the Bond Owners Bondholders notice of such resignation by mail at the addresses shown on the Registration Booksregistration books maintained by the Bond Registrar. Upon receiving such notice of resignation, the City as agent for Company shall promptly notify the Authority Bank, and the Company shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty forty-five (6045) days of giving notice of removal or notice of resignation as aforesaid, the City resigning Trustee or any Bondholder (as agent on behalf of the Authorityhimself and all other Bondholders) shall may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City Company and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; , but, nevertheless at the Written Request request of the City (as agent of the Authority) Company or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority Company shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, moneys estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority such successor Trustee at its expense shall promptly mail or cause the successor trustee to mail a notice of the its succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds Moody's and to the Bond Owners Bondholders at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment registration books maintained by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthorityBond Registrar. (e) Any Trustee appointed under the provisions of this Indenture section in succession to the Trustee shall be a corporation trust company or association organized and doing business under bank having the laws powers of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise a trust company having a corporate trust powers, shall have (or, office in the case of a corporation or national banking association included in a bank holding company systemState, the related bank holding company shall have) having a combined capital and surplus of at least one hundred million dollars One Hundred Million Dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstandingauthorities and shall be rated by Moody's or have received written evidence from Moody's that the use of such Trustee would not result in a reduction or withdrawal of the rating on the Bonds. If such corporation bank or national banking association trust company publishes a report of condition at least annually annually, pursuant to law or to the requirements of any supervising or examining agency authority above referred to to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation bank or national banking association trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01Section.

Duties, Immunities and Liabilities of Trustee. of the Trust Indenture is hereby made applicable to this Agreement as if this Agreement were (asolely for this purpose) contained in the Trust Indenture. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may shall have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture Agreement and no implied duties or covenants shall be read into this Indenture Agreement against the Trustee. Nothing in this Agreement shall be construed to mean or imply that the Trustee is an "obligated person" under the Rule. The Trustee shallshall have no obligation to make the disclosure required herein with respect to the Series 2019A Bonds or the Department or any other matter except as expressly provided herein. The fact that the Trustee may have a banking relationship with the Department or any Person with whom the Department contracts in connection with the transactions described in the Trust Indenture, during apart from the existence relationship created by the Trust Indenture or this Agreement, shall not be construed to mean that the Trustee or a Responsible Officer thereof has actual knowledge of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested event described in it Section 2(e) above except as may be provided by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove written notice to the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove pursuant to this Agreement or the Trustee if at any time requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trust Indenture. The Trustee shall cease in no event incur any liability with respect to (i) any action taken or omitted to be eligible taken in accordance good faith upon advice of legal counsel given with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver respect to any questions relating to the duties and responsibilities of the Trustee or its Leased Property shall be appointedhereunder, or (ii) any public officer shall take control action taken or charge of the Trustee or of its Leased Property or affairs for the purpose of rehabilitation, conservation or liquidation, omitted to be taken in each case by giving written notice of such removal reliance upon any document delivered to the Trustee and believed to be genuine and to have been signed or presented by the City and thereupon shall appoint a successor Trustee by an instrument in writingproper party or parties. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at from time to time consult with legal counsel of its own choosing in the event of any time resign by giving written notice disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith upon the advice of such resignation to the Authority and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint a successor Trustee by an instrument in writinglegal counsel. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty (60) days of giving notice of removal or notice of resignation as aforesaid, the City (as agent of the Authority) shall petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City and its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the City (as agent of the Authority) or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least one hundred million dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any Bonds are Outstanding. If such corporation or national banking association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.

Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the TrusteeIndenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waivedcured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its their exercise, as a prudent man person would exercise or use under the circumstances in the conduct of his own affairs. (b) The City may remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and Authority shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its Leased Property property shall be appointed, or any public officer shall take control or charge of the Trustee or of its Leased Property property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City Trustee, and thereupon shall appoint appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority Authority, the Company and the City, Bank and by giving the Bond Owners Bondholders notice of such resignation by mail at the addresses shown on the Registration Booksregistration books maintained by the Trustee. Upon receiving such notice of resignation, the City as agent for the Authority shall promptly appoint appoint, at the discretion of the Company and with the consent of the Bank, a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within sixty forty-five (6045) days of giving notice of removal or notice of resignation as aforesaid, the City resigning Trustee or any Bondholder (as agent on behalf of himself and all other Bondholders) may petition, at the expense of the Authority) shall petition Company, any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority, the City Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request request of the City (as agent of the Authority) Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any Leased Property property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other Leased Property property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority Company shall promptly mail or cause the successor trustee to mail be mailed a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners Bondholders at the addresses shown on the Registration Booksregistration books maintained by the Trustee. If the Authority Company fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthorityCompany. (e) Any Trustee appointed under the provisions of this Indenture Section in succession to the Trustee shall be a corporation trust company or association organized bank having the requisite trust powers and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or national banking association included in a bank holding company system, the related bank holding company shall have) having a combined capital and surplus of at least one hundred million dollars One Hundred Million Dollars ($100,000,000), shall be subject to supervision or examination by federal or state agency, so long as any authorities and if the Bonds are Outstandingrated by a Rating Agency, any successor trustee shall be rated, or its main banking affiliate or parent entity shall be rated, at least Baa3/P-3 or otherwise be acceptable to the Rating Agency. If such corporation bank or national banking association trust company publishes a report of condition at least annually annually, pursuant to law or to the requirements of any supervising or examining agency authority above referred to to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation bank or national banking association trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01.