Common use of Evidence on Which Fiduciaries May Act Clause in Contracts

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Any Fiduciary may consult with counsel, who may or may not be counsel to the Authority, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it under this resolution in good faith and in accordance herewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Officer’s Certificate, and such certificate shall be full warrant for any action taken, suffered or omitted in good faith under the provisions of this Indenture upon the faith thereof, but in its discretion such Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in this Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Authority to any Fiduciary shall be sufficiently executed if executed in the name of the Authority by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge of an Event of Default, or an “event of default” as defined by the Loan Documents, unless it has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent Each Fiduciary shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, resolution request consent order certificate, report, opinion, bond, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Any Each Fiduciary may consult with counsel, who may or may not be of counsel to the Authority, Issuer and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution hereunder in good faith and in accordance herewith. therewith Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action under this Indenturehereunder including payment of moneys out of an Account, such matter (unless other evidence in of respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of Certificate signed by an Officer’s Certificate, Authorized Officer and such certificate Certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions of this Indenture Trust Agreement upon the faith thereof, thereof but in its sole discretion such the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. deem reasonable Neither the Trustee nor Fiduciary nor any successor Trustee or Fiduciary shall be liable to the Issuer the owners of any of the Notes or any other person f or any act or omission done or omitted to be done by such Trustee or Fiduciary in reliance upon any instruction, direction or certification received by the Trustee or Fiduciary pursuant to this Trust Agreement or for any act or omission done or omitted in good faith and without willful or reckless misconduct Except as otherwise expressly provided in this Indenture, herein any request, order, request order notice or other direction required or permitted to be furnished pursuant to any provision thereof hereof by the Authority Issuer to any Fiduciary shall be sufficiently executed if executed in the name of the Authority Issuer by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge of an Event of Default, or an “event of default” as defined by the Loan Documents, unless it has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent shall be protected in acting upon any Officer’s Certificate, notice, resolution, requestruest, consent, order, certificate, report, opinion, bond, bond or other paper or document reasonably believed by it in good faith to be genuine, and to have been signed or presented by the proper party or parties. Any Fiduciary The Trustee and any Paying Agent may consult with counselcounsel of its selection, who may or may not be of counsel to the AuthorityCorporation, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution in good faith and in accordance herewiththerewith. Whenever the Trustee or any Fiduciary Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action hereunder and under this any Supplemental Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribedprescribed hereby) may be deemed to be conclusively proved and established by a certificate signed by an Authorized Officer of an Officer’s Certificate, and such the Corporation. Such certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions hereof and of this the Supplemental Indenture upon the faith thereof, but in its discretion such Fiduciary the Trustee or any Paying Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem deem reasonable. Except as otherwise expressly provided herein and in this each Supplemental Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof hercof and of any Supplemental Indenture by the Authority Corporation to the Trustee or any Fiduciary Paying Agent shall be sufficiently executed if executed in the name of the Authority Corporation by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge notice of an Event of Default, or an “any event of default” as defined by default hereunder unless an Authorized Officer of the Loan Documents, unless it Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an event of default is received by the Trustee at its the principal corporate trust office where of the funds Trustee and accounts established under such notice references the Bonds and this Indenture are administeredIndenture. The Trustee shall have no responsibility with respect may request that the Corporation deliver a certificate of an Authorized Officer of the Corporation setting forth the names of individuals and their respective titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any informationperson authorized to sign an officer's certificate, statement or recital including any person specified as so authorized in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized such certificate previously delivered and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a dutysuperceded.

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent 1. Each Fiduciary shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Any Each Fiduciary may consult with counsel, who may or may not be of counsel to the Authority, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution Trust Agreement in good faith and in accordance herewiththerewith. 2. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action under this IndentureTrust Agreement, such matter (unless other evidence in respect thereof be herein therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized Officer’s Certificate, and such certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions of this Indenture Trust Agreement upon the faith thereof, ; but in its discretion such the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. 3. Except as otherwise expressly provided in this IndentureTrust Agreement, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Authority to any Fiduciary shall be sufficiently executed if executed in the name of the Authority by an Authorized Officer. 4. The Trustee shall be under no obligation to Each Fiduciary may exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties which it is entitled to exercise hereunder either directly or by or through agents, attorneys agents or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunderattorneys. 5. The Trustee shall not be deemed to have knowledge notice of any default or Event of Default (other than an Event of Default, Default under subsection (a) or an “event (b) of default” as defined by Section 1001) unless a responsible officer of the Loan Documents, unless it Trustee has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to or unless written notice of any information, statement or recital event which is in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee fact such a default is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, received by the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to at the Projectprincipal corporate trust office of the Trustee, and shall not be required to initiate foreclosure proceedings with respect to such notice references the Project Sales Tax Bonds and the Deed of this Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a dutyAgreement.

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, bond or other paper or document reasonably believed by it in good faith to be genuine, and to have been signed or presented by the proper party or parties. Any Fiduciary The Trustee and any Paying Agent may consult with counselcounsel of its selection, who may or may not be of counsel to the AuthorityCorporation, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution in good faith and in accordance herewiththerewith. Whenever the Trustee or any Fiduciary Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action hereunder and under this any Supplemental Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribedprescribed hereby) may be deemed to be conclusively proved and established by a certificate signed by an Authorized Officer of an Officer’s Certificate, and such the Corporation. Such certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions hereof and of this the Supplemental Indenture upon the faith thereof, but in its discretion such Fiduciary the Trustee or any Paying Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem deem reasonable. Except as otherwise expressly provided herein and in this each Supplemental Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof hereof and of any Supplemental Indenture by the Authority Corporation to the Trustee or any Fiduciary Paying Agent shall be sufficiently executed if executed in the name of the Authority Corporation by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge notice of an Event of Default, or an “any event of default” as defined by default hereunder unless a Responsible Officer of the Loan Documents, unless it Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an event of default is received by the Trustee at its the designated corporate trust office where of the funds Trustee and accounts established such notice references the Bonds and this Indenture. The Trustee may request that the Corporation deliver a certificate of an Authorized Officer of the Corporation setting forth the names of individuals and their respective titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except as may be otherwise agreed upon. Notwithstanding the effective date of this Indenture are administeredor anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized and directed to execute in its capacity as Trustee , except for any information provided by the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the ProjectTrustee, and shall not be required to initiate foreclosure proceedings have no responsibility for compliance with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental securities laws in connection with the Bonds. In no event shall the Trustee be responsible or regulations liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever or from any circumstances present at the Project relating to the presence(including, usebut not limited to, management, disposal of, or contamination by any environmentally hazardous materials or substances loss of any kind whatsoever. Before taking any action under Article XI hereof, profit) irrespective of whether the Trustee may require indemnity satisfactory to has been advised of the Trustee be furnished from any expenses likelihood of such loss or damage and to protect it against any liability it may incur hereunder. The immunities extended to regardless of the Trustee also extend to its directors, officers, employees and agentsform of action. The Trustee shall not be liable for any error of judgment made in good faith by an Authorized Officer, unless it is proven that the Trustee was negligent. The Trustee shall not be liable with respect to any action taken it takes or not taken by it omits to take in good faith in accordance with the a direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding Bondholders under the Indenture relating to the exercise time, method and place of conducting any right, power or proceeding for any remedy available to the Trustee, as exercising any trust or power conferred upon the Trustee under the Indenture. The permissive Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Corporation shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions and containing specimen signatures of such officers, which incumbency certificate shall be amended by the Corporation whenever a person is to be added or deleted from the listing. If the Corporation elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Corporation understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an authorized officer listed on the incumbency certificate provided to the Trustee have been sent by such authorized officer. The Corporation shall be responsible for ensuring that only authorized officers transmit such Instructions to the Trustee and that the Corporation and all authorized officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Corporation. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Corporation agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to do things enumerated in this Indenture shall not the Trustee and that there may be construed as a duty.more secure methods of transmitting Instructions than the method(s) selected by the Corporation;

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, bond or other paper or document reasonably believed by it in good faith to be genuine, and to have been signed or presented by the proper party or parties. Any Fiduciary The Trustee and any Paying Agent may consult with counselcounsel of its selection, who may or may not be of counsel to the AuthorityCorporation, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution in good faith and in accordance herewiththerewith. Whenever the Trustee or any Fiduciary Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action hereunder and under this any Supplemental Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribedprescribed hereby) may be deemed to be conclusively proved and established by a certificate signed by an Authorized Officer of an Officer’s Certificate, and such the Corporation. Such certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions hereof and of this the Supplemental Indenture upon the faith thereof, but in its discretion such Fiduciary the Trustee or any Paying Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem deem reasonable. Except as otherwise expressly provided herein and in this each Supplemental Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof hereof and of any Supplemental Indenture by the Authority Corporation to the Trustee or any Fiduciary Paying Agent shall be sufficiently executed if executed in the name of the Authority Corporation by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge notice of an Event of Default, or an “any event of default” as defined by default hereunder unless a Responsible Officer of the Loan Documents, unless it Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an event of default is received by the Trustee at its the designated corporate trust office where of the funds Trustee and accounts established such notice references the Bonds and this Indenture. The Trustee may request that the Corporation deliver a certificate of an Authorized Officer of the Corporation setting forth the names of individuals and their respective titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an officer’s certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except as may be otherwise agreed upon. DRAFT Notwithstanding the effective date of this Indenture are administeredor anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Corporation shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions and containing specimen signatures of such officers, which incumbency certificate shall be amended by the Corporation whenever a person is authorized to be added or deleted from the listing. If the Corporation elects to give the Trustee Instructions using Electronic Means and directed to execute the Trustee in its capacity as discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Corporation understands and agrees that the Trustee cannot determine the Regulatory Agreement identity of the actual sender of such Instructions and the Loan Agreement. Anything to the contrary notwithstanding, that the Trustee shall not be required conclusively presume that directions that purport to enter, take possession of, or take any other action whatsoever with respect to have been sent by an authorized officer listed on the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory incumbency certificate provided to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunderhave been sent by such authorized officer. The immunities extended Corporation shall be responsible for ensuring that only authorized officers transmit such Instructions to the Trustee also extend and that the Corporation and all authorized officers are solely responsible to its directorssafeguard the use and confidentiality of applicable user and authorization codes, officers, employees and agentspasswords and/or authentication keys upon receipt by the Corporation. The Trustee shall not be liable for any action taken losses, costs or not taken by it in accordance expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Corporation agrees: (i) to assume all risks arising out of the direction use of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating Electronic Means to the exercise of any right, power or remedy available submit Instructions to the Trustee. The permissive right , including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to do things enumerated in this Indenture shall not the Trustee and that there may be construed as a duty.more secure methods of transmitting Instructions than the method(s) selected by the Corporation;

Evidence on Which Fiduciaries May Act. The Trustee Each Fiduciary and, in the case of Variable Rate Obligations, the Remarketing Agent, the Indexing Agent and any Paying the Tender Agent shall be protected in acting upon any Officer’s Certificatenotice, noticeIndenture, resolution, request, consent, order, certificate, report, opinion, bond, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Any Each Fiduciary may consult with counsel, who may or may not be counsel to the Authority, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution hereunder in good faith and in accordance herewiththerewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action under this Indenturehereunder, including payment of moneys out of any Account, such matter (unless other evidence in of respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of Certificate signed by an Officer’s CertificateAuthorized Officer or by another Fiduciary if so specified herein or in the applicable Supplemental Indenture, and such certificate Certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions of this Indenture upon the faith thereof, but in its sole discretion such the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Neither the Trustee nor any successor Trustee or other Fiduciary shall be liable to the Authority, the Owners of any of the Bonds, any provider of a Credit Facility or Liquidity Facility or any other person for any act or omission done or omitted to be done by such Fiduciary in reliance upon any instruction, direction or certification received by the Trustee pursuant to this Indenture or for any act or omission done or omitted in good faith and without negligence and willful misconduct. Except as otherwise expressly provided in this Indentureherein, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof hereof by the Authority to any Fiduciary shall be sufficiently executed if executed in the name of the Authority by an Authorized Officer. The Trustee shall be under no obligation to exercise Notwithstanding any other provisions of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the Trustee compensations, reimbursement terms and provisions of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge of an Event of Default, or an “event of default” as defined by the Loan Documents, unless it has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstandingIndenture, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to consider the Project, and shall not be required to initiate foreclosure proceedings with respect to effect on the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed Bondholders as a dutyif there were no Credit Facility.

Evidence on Which Fiduciaries May Act. The Trustee Trustee, any Depository, the Registrar and any Paying Agent shall be protected in acting upon any Officer’s Officerʹs Certificate, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the purported proper party or parties. Any Fiduciary may consult with counsel, who may or may not be counsel to the AuthorityIssuer, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it under this resolution Indenture in good faith and in accordance herewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized Officer’s Certificate, and such certificate shall be full warrant for any action taken, suffered or omitted in good faith under the provisions of this Indenture upon the faith thereof, but in its discretion such Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in this Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Authority Issuer to any Fiduciary shall be sufficiently executed if executed in the name of the Authority Issuer by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners Bondholders pursuant to this Indenture, unless such Bondowners Bondholders shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further the costs, expenses expenses, losses, damages, fines, penalties, claims and liabilities which might be incurred by it in compliance with such request or directiondirection (including reasonable fees and actual reasonable expenses of its Counsel). The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the AuthorityIssuer, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge of an Event of Default, or an “event of default” as defined by the Loan Documents, unless it has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, bond or other paper or document reasonably believed by it in good faith to be genuine, and to have been signed or presented by the proper party or parties. Any Fiduciary The Trustee and any Paying Agent may consult with counselcounsel of its selection, who may or may not be of counsel to the AuthorityCorporation, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution in good faith and in accordance herewiththerewith. Whenever the Trustee or any Fiduciary Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action hereunder and under this any Supplemental Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribedprescribed hereby) may be deemed to be conclusively proved and established by a certificate signed by an Authorized Officer of an Officer’s Certificate, and such the Corporation. Such certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions hereof and of this the Supplemental Indenture upon the faith thereof, but in its discretion such Fiduciary the Trustee or any Paying Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem deem reasonable. Except as otherwise expressly provided herein and in this each Supplemental Indenture, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof hereof and of any Supplemental Indenture by the Authority Corporation to the Trustee or any Fiduciary Paying Agent shall be sufficiently executed if executed in the name of the Authority Corporation by an Authorized Officer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge notice of an Event of Default, or an “any event of default” as defined by default hereunder unless a Responsible Officer of the Loan Documents, unless it Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an event of default is received by the Trustee at its the designated corporate trust office where of the funds Trustee and accounts established such notice references the Bonds and this Indenture. The Trustee may request that the Corporation deliver a certificate of an Authorized Officer of the Corporation setting forth the names of individuals and their respective titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an officer’s certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except as may be otherwise agreed upon. Notwithstanding the effective date of this Indenture are administeredor anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Corporation shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions and containing specimen signatures of such officers, which incumbency certificate shall be amended by the Corporation whenever a person is authorized to be added or deleted from the listing. If the Corporation elects to give the Trustee Instructions using Electronic Means and directed to execute the Trustee in its capacity as discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Corporation understands and agrees that the Trustee cannot determine the Regulatory Agreement identity of the actual sender of such Instructions and the Loan Agreement. Anything to the contrary notwithstanding, that the Trustee shall not be required conclusively presume that directions that purport to enter, take possession of, or take any other action whatsoever with respect to have been sent by an authorized officer listed on the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory incumbency certificate provided to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunderhave been sent by such authorized officer. The immunities extended Corporation shall be responsible for ensuring that only authorized officers transmit such Instructions to the Trustee also extend and that the Corporation and all authorized officers are solely responsible to its directorssafeguard the use and confidentiality of applicable user and authorization codes, officers, employees and agentspasswords and/or authentication keys upon receipt by the Corporation. The Trustee shall not be liable for any action taken losses, costs or not taken by it in accordance expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Corporation agrees: (i) to assume all risks arising out of the direction use of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating Electronic Means to the exercise of any right, power or remedy available submit Instructions to the Trustee. The permissive right , including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to do things enumerated in this Indenture shall not the Trustee and that there may be construed as a duty.more secure methods of transmitting Instructions than the method(s) selected by the Corporation;

Evidence on Which Fiduciaries May Act. The Trustee Trustee, the Registrar and any Paying Agent shall be protected in acting upon any OfficerCompany’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, bond or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Any Fiduciary may consult with counsel, who may or may not be counsel to the AuthorityIssuer, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it under this resolution Loan and Trust Agreement in good faith and in accordance herewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this IndentureLoan and Trust Agreement, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Officer’s CertificateAuthorized Officer of the Issuer, and such certificate shall be full warrant for any action taken, suffered or omitted in good faith under the provisions of this Indenture Loan and Trust Agreement upon the faith thereof, but in its discretion such Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in this IndentureLoan and Trust Agreement, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Authority Issuer to any Fiduciary shall be sufficiently executed if executed in the name of the Authority Issuer by an Authorized OfficerOfficer of the Issuer. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture Loan and Trust Agreement at the request or direction of any of the Bondowners pursuant to this IndentureLoan and Trust Agreement, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the AuthorityIssuer, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, agents or attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee shall not be deemed to have knowledge of an Event of Default, or an “event of default” as defined by the Loan Documents, unless it has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to the Project, and shall not be required to initiate foreclosure proceedings with respect to the Project and the Deed of Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

Evidence on Which Fiduciaries May Act. The Trustee and any Paying Agent 1. Each Fiduciary shall be protected in acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Any Each Fiduciary may consult with counsel, who may or may not be of counsel to the Authority, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it under this resolution Trust Agreement in good faith and in accordance herewiththerewith. 2. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking, taking or suffering or omitting any action under this IndentureTrust Agreement, such matter (unless other evidence in respect thereof be herein therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized Officer’s Certificate, and such certificate shall be full warrant for any action taken, taken or suffered or omitted in good faith under the provisions of this Indenture Trust Agreement upon the faith thereof, ; but in its discretion such the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. 3. Except as otherwise expressly provided in this IndentureTrust Agreement, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Authority to any Fiduciary shall be sufficiently executed if executed in the name of the Authority by an Authorized Officer. 4. The Trustee shall be under no obligation to Each Fiduciary may exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondowners pursuant to this Indenture, unless such Bondowners shall have offered to the Trustee compensations, reimbursement of its reasonable attorneys’ fees and costs, and security or indemnity satisfactory to it against further costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Authority, personally or by agent or attorney. The Trustee shall not be bound to ascertain or inquire as to the validity or genuineness of any collateral or security interest (or priority thereof) therein given to or held by it. The Trustee shall not be responsible for the recording or filing of any document relating to this Indenture or the Loan Agreement or of financing statements or continuation statement (other than continuation statements in connection with the UCC-1 delivered at closing from the Borrower in favor of the Trustee) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests in any collateral given to or held by it. The Trustee may execute any of the trusts or powers hereunder or perform any duties which it is entitled to exercise hereunder either directly or by or through agents, attorneys agents or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunderattorneys. 5. The Trustee shall not be deemed to have knowledge notice of any default or Event of Default (other than an Event of Default, Default under subsection (a) or an “event (b) of default” as defined by Section 1001) unless a responsible officer of the Loan Documents, unless it Trustee has actual knowledge thereof at its office where the funds and accounts established under this Indenture are administered. The Trustee shall have no responsibility with respect to or unless written notice of any information, statement or recital event which is in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. The Trustee fact such a default is authorized and directed to execute in its capacity as Trustee the Regulatory Agreement and the Loan Agreement. Anything to the contrary notwithstanding, received by the Trustee shall not be required to enter, take possession of, or take any other action whatsoever with respect to at the Projectprincipal corporate trust office of the Trustee, and shall not be required to initiate foreclosure proceedings with respect to such notice references the Project Assessment Bonds and the Deed of this Trust unless the Trustee is satisfied that the Trustee will not be subject to any liability under any local, state or federal environmental laws or regulations of any kind whatsoever or from any circumstances present at the Project relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever. Before taking any action under Article XI hereof, the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a dutyAgreement.