Common use of Protection of the Trustee Clause in Contracts

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding upon any affidavit, bond, Certificate, consent, notice, Request, Requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Authority or the Participants, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture). Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Participants, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Participants as freely as if it were not the Trustee hereunder. The Trustee shall not be liable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct, the Trustee shall not be liable for an error of judgment. No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, or in the exercise of any of its rights hereunder, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts or other powers or perform its duties through attorneys, agents or receivers. 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 any Series of the Authority Notes.

Protection of the Trustee. The Trustee shall be fully protected by the Bank and the Grantor in relying upon a certification of the Grantor, or when appropriate, an authorized representative of the Bank with respect to any instruction, direction or approval of the Grantor, or when appropriate, the Bank required or permitted hereunder, and protected also in relying upon the certification until a subsequent certification is filed with the Trustee. The Trustee shall incur no liability be fully protected in acting or proceeding upon any affidavitinstrument, bondcertificate, Certificate, consent, notice, Request, Requisition, resolution, statement, telegram, voucher, waiver or other paper or document which believed by it shall believe to be genuine and to have been adopted, executed be signed or delivered presented by the proper party person or pursuant to any of the provisions hereofpersons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements statement contained or matters referred to in any such instrumentwriting, but may accept and rely upon the same as conclusive evidence of the truth trust and accuracy of such statementscontained therein. The Trustee may consult with counsel, who may be counsel to the Authority or the Participants, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture). Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Participants, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Participants as freely as if it were not the Trustee hereunder. The Trustee shall not be liable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder or for anything whatsoever in connection with the funds established hereunder, except only Except for its own willful misconduct or negligence. Absent gross negligence or willful misconductin selecting a successor benefits determiner, the Trustee shall not be liable for an error any action or failure to act of judgmentthe Benefits Determiner, for following any direction or instruction of the Benefits Determiner, or for the proper application of any part of the Trust if distributions are made in accordance with information provided to it by, or the directions of, the Benefits Determiner. No provision hereof The Trustee’s obligations hereunder shall be determined solely by the terms of this Trust Agreement and the directions of the Benefits Determiner given to it pursuant to the terms of this Trust. The Trustee shall not be liable hereunder for any loss or diminution of the Trust resulting from any reasonable action taken or omitted or any action taken by the Trustee in accordance with this Trust Agreement. The Trustee shall be entitled to conclusively rely upon any written notice, direction, instruction, certificate or other communication believed by it to be genuine and to be signed by the proper person or persons. Nothing contained in this Trust Agreement shall require the Trustee to risk or expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any its duties hereunder. In the acceptance and performance of its obligations duties hereunder, or the Trustee acts solely as trustee of the Trust and not in the exercise of any of its rights hereunderindividual capacity, and before taking any remedial action hereunder (all persons, other than drawing on the applicable Credit Instrument Bank, Grantor, or applicable Supplemental Credit Enhancement, as the case may be) Beneficiary having any claim against the Trustee may require that indemnity satisfactory related to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts this Trust Agreement or other powers the actions or perform its duties through attorneys, agents or receivers. 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 any Series agreements of the Authority NotesTrustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof, except to the extent that the Trustee has engaged in willful misconduct or gross negligence, or the Trustee has willfully breached its obligation under this Trust Agreement.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsLocal Agencies, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has it shall have actual knowledge thereof or has have received written notice thereof at its principal corporate trust office in Los AngelesCosta Mesa, California. The Trustee shall not be accountable for the use or application by the ParticipantsLocal Agencies, or any other party, of any funds which the Trustee properly releases to the Participants Local Agencies or which the Participants Local Agencies may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenturethe Trust Agreement, any Authority Note Participation, any Note, any District Note, any Participant Note Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenturethe Trust Agreement), or with respect to any obligation of the Local Agencies. Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes Note Participations the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Note Participations and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsLocal Agencies, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Local Agencies as freely as if it were not the Trustee hereunder. The Trustee shall not be liable answerable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct, the Trustee shall not be liable for an error of judgment. No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, or in the exercise of any of its rights hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents it from all liability thereunder. The Local Agencies will indemnify the Trustee for any liability incurred by the Trustee as a result of the Trustee executing the Representation Letter on behalf of the Local Agencies. The Local Agencies agree to indemnify and hold the Trustee, its officers, directors, employees and agents harmless from and against any loss, liability, cost, expense or claim whatsoever which it may execute any incur without negligence or willful misconduct on the Trustee’s part, arising out of the acceptance of the duties of the Trustee hereunder and the administration thereof or in the exercise or performance of its trusts or other powers or perform and duties hereunder, including without limitation those of its duties through attorneys, agents or receiversincluding the costs and expenses of defending against any claim of liability. Such indemnity should survive the termination and discharge of this Trust Agreement. The Trustee shall have no responsibility with respect to any informationinformation statement, statement recital or recital in the content of any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Notes and Note Participations. The Trustee shall not be liable with respect to any Series action taken or not taken by it at the direction of the Authority NotesOwners of a majority in aggregate principal amount of the Note Participations outstanding relating to the exercise of any right or remedy available to the Trustee or the exercise of any trust or power conferred upon the Trustee hereunder. The Trustee has executed the Note Participations solely in its capacity as Trustee under this Trust Agreement and is not liable thereon in its individual or personal capacity and all payments to be made thereon by the Trustee shall be made solely from funds held by the Trustee under this Trust Agreement.

Protection of the Trustee. The Trustee shall be protected and indemnified as stated herein by the Authority and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsCity, before being required to take any action under this Indenture with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, Installment Purchase Contract or of the assignment made to it herein of all rights to receive the payments on Revenues under the District Notes Installment Purchase Contract, or of the title or value of the Project, and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has it shall have actual knowledge thereof or has have received written notice thereof at its principal corporate trust office in Los AngelesSan Francisco, California. The All recitals, warranties or representations contained therein are statements of the City, and the Trustee assumes no responsibility for their correctness, and the Trustee shall not be accountable for the use or application by the ParticipantsCity, or any other party, of any funds which the Trustee properly releases to the Participants City or which the Participants City may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this the Indenture, any Authority NoteBond, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this the Indenture), or with respect to any obligation of the Authority or the City hereunder or for the sufficiency of any insurance on the Water System. Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes Bonds, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, the Trustee may request a Certificate of the City and 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 the AuthorityCity, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Bonds and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsAuthority or the City, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Participants Authority or the City as freely as if it were not the Trustee hereunder. The Trustee shall not be liable answerable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct, the Trustee shall not be liable for an error of judgment. No provision hereof of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations duties hereunder, or in the exercise of any of its rights hereunderor powers, if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however no indemnity shall be required in connection with the acceleration of the principal of and before taking any remedial action hereunder (other than drawing accrued interest on the applicable Outstanding Bonds pursuant to Section 7.02 hereof in connection with any draw on the Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory Facility pursuant to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunderSection 2.24 hereof. The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may execute have occurred, perform such duties and only such duties as are specifically set forth in the Indenture. The Trustee shall, during the existence of any Event of its trusts Default which has not been cured, exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or other powers use under the circumstances in the conduct of his or perform its duties through attorneys, agents or receiversher own affairs. The Trustee shall have no responsibility not be responsible for monitoring the compliance of the City and the Authority with the covenants as set forth in Section 6.02 hereof and may conclusively rely on all written instructions and calculations of the City and the Authority with respect thereto; provided, the Trustee shall promptly comply with all such written instructions as provided in Section 6.02. The Authority shall be not deemed to any information, statement be an agent of the Trustee and the Trustee shall not be liable for the acts or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to any Series omissions of the Authority Notesin connection with the transactions contemplated hereby and by the Installment Purchase Contract.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, facsimile, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsCity, with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on Bonds or the District NotesLease Agreement, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Assignment Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking statements made in any action on them (except as specifically and expressly stated for preliminary or final official statement relating to the Trustee in this Indenture)Bonds, or of the title to the Property. Whenever in the observance or performance administration of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem deems reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Bonds and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsAuthority or the City, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Authority or the City as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such attorney, agent or receiver, the Trustee shall diligently pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any of its rights hereunder trusts or for the performance of any of its obligations powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent misconduct, negligence or willful misconduct, the breach of an obligation hereunder. The Trustee shall not be liable for deemed to have knowledge of an error event of judgmentdefault unless it has actual knowledge thereof. No provision hereof shall require The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no duty to expend take such action unless it has been indemnified to its reasonable satisfaction against all risk or risk liability arising from such action. The Trustee’s rights to immunities and protection from liability hereunder and its own funds or otherwise incur any financial or other liability or risk in the performance of any rights to payment of its obligations hereunder, fees and expenses shall survive its resignation or in removal and final payment or defeasance of the exercise of any of its rights hereunder, Bonds. All indemnifications and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) releases from liability granted herein to the Trustee may require that indemnity satisfactory shall extend to it be furnished for all expenses to which it may be put and to protect it, its the directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts or other powers or perform its duties through attorneys, agents or receivers. 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 any Series of the Authority NotesTrustee.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsCity, with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on Bonds or the District NotesLease Agreement, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Assignment Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking statements made in any action on them (except as specifically and expressly stated for preliminary or final official statement relating to the Trustee in this Indenture)Bonds, or of the title to the Property. Whenever in the observance or performance administration of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem deems reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Bonds and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsAuthority or the City, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Authority or the City as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such attorney, agent or receiver, the Trustee shall diligently pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any of its rights hereunder trusts or for the performance of any of its obligations powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent misconduct, negligence or willful misconduct, the Trustee shall not be liable for breach of an error of judgment. No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations obligation hereunder, or in the exercise of any of its rights hereunder, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its trusts counsel, affects the Bonds or other powers or perform its duties through attorneysthe security therefor, agents or receivers. The and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no responsibility with respect duty to any information, statement take such action unless it has been indemnified to its reasonable satisfaction against all risk or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to any Series of the Authority Notesliability arising from such action.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Owners of the Certificates of the Series with respect to which the Trustee serves pursuant to this Trust Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority Corporation or the ParticipantsCity, with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. If requested by the City, counsel to the Trustee shall be experienced in the field of law relating to municipal bonds. The Trustee shall not be responsible for the sufficiency of the payments on Certificates, the District NotesLease, the Sublease, or of the assignment made to it by the Assignment Agreement, or for statements made in the preliminary or final official statement relating to any Certificates, or of all rights the title to receive or value of the payments on Leased Property and the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, CaliforniaProject. The Trustee shall not be accountable for required to take notice or be deemed to have notice of any default or Event of Default hereunder, except failure of any of the use payments to be made to the Trustee required to be made hereunder unless the Trustee shall be specifically notified in writing of such default or application Event of Default by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility forCity, the validity, genuineness, sufficiency, Corporation or performance by parties other the Owners of not less than 25% in aggregate principal amount of the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture)Certificates then Outstanding. Whenever in the observance or performance administration of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the AuthorityCity or a Certificate of the Corporation, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem deems reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Certificates and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsCorporation or the City, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Corporation or the City as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such agent, attorney or receiver, the Trustee shall diligently pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any of its rights hereunder trusts or for the performance of any of its obligations powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent misconduct, negligence or willful misconductbreach of an obligation hereunder. The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Corporation or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Certificates or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal evidenced by Certificates then Outstanding, provided, the Trustee shall not be liable for an error have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action. The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of judgmentits fees and expenses shall survive its resignation or removal and final payment or defeasance of the Certificates. No provision hereof shall require All indemnifications and releases from liability granted herein to the Trustee shall extend to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, or in the exercise of any of its rights hereunder, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts or other powers or perform its duties through attorneys, agents or receiversthe Trustee. The Trustee shall have no responsibility or liability with respect to any information, statement statements or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the execution and delivery of these Certificates. Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any Series corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Xxxxxxx, xxxx facto, shall be and become successor trustee under this Trust Agreement and vested with all of the Authority Notestrusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Protection of the Trustee. The Trustee shall be fully protected by the Bank and the Grantor in relying upon a certification of the Grantor, or when appropriate, an authorized representative of the Bank with respect to any instruction, direction or approval of the Grantor, or when appropriate, the Bank required or permitted hereunder, and protected also in relying upon the certification until a subsequent certification is filed with the Trustee. The Trustee shall incur no liability be fully protected in acting or proceeding upon any affidavitinstrument, bondcertificate, Certificate, consent, notice, Request, Requisition, resolution, statement, telegram, voucher, waiver or other paper or document which believed by it shall believe to be genuine and to have been adopted, executed be signed or delivered presented by the proper party person or pursuant to any of the provisions hereofpersons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements statement contained or matters referred to in any such instrumentwriting, but may accept and rely upon the same as conclusive evidence of the truth trust and accuracy of such statementscontained therein. The Trustee may consult with counsel, who may be counsel to the Authority or the Participants, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture). Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Participants, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Participants as freely as if it were not the Trustee hereunder. The Trustee shall not be liable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder or for anything whatsoever in connection with the funds established hereunder, except only Except for its own willful misconduct or negligence. Absent gross negligence or willful misconductin selecting a successor benefits determiner, the Trustee shall not be liable for an error any action or failure to act of judgmentthe Benefits Determiner, for following any direction or instruction of the Benefits Determiner, or for the proper application of any part of the Trust if distributions are made in accordance with information provided to it by, or the directions of, the Benefits Determiner. No provision hereof The Trustee's obligations hereunder shall be determined solely by the terms of this Trust Agreement and the directions of the Benefits Determiner given to it pursuant to the terms of this Trust. The Trustee shall not be liable hereunder for any loss or diminution of the Trust resulting from any reasonable action taken or omitted or any action taken by the Trustee in accordance with this Trust Agreement. The Trustee shall be entitled to conclusively rely upon any written notice, direction, instruction, certificate or other communication believed by it to be genuine and to be signed by the proper person or persons. Nothing contained in this Trust Agreement shall require the Trustee to risk or expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any its duties hereunder. In the acceptance and performance of its obligations duties hereunder, or the Trustee acts solely as trustee of the Trust and not in the exercise of any of its rights hereunderindividual capacity, and before taking any remedial action hereunder (all persons, other than drawing on the applicable Credit Instrument Bank, Grantor, or applicable Supplemental Credit Enhancement, as the case may be) Beneficiary having any claim against the Trustee may require that indemnity satisfactory related to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts this Trust Agreement or other powers the actions or perform its duties through attorneys, agents or receivers. 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 any Series agreements of the Authority NotesTrustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof, except to the extent that the Trustee has engaged in willful misconduct or gross negligence, or the Trustee has willfully breached its obligation under this Trust Agreement.

Protection of the Trustee. The Trustee shall be protected and indemnified as stated herein by the District and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, certification, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, facsimile transmission, electronic mail, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsDistrict, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, 2010 Installment Purchase Contract or of the assignment made to it of all certain rights thereunder pursuant to receive the payments on Assignment Agreement, or of the District Notes title or value of the Water System, and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has it shall have actual knowledge thereof or has have received written notice thereof (from the Certificate Insurer or otherwise) at its principal corporate trust office in Los AngelesPrincipal Corporate Trust Office. All recitals, California. The warranties or representations contained therein are statements of the District, and the Trustee assumes no responsibility for their correctness, and the Trustee shall not be accountable for the use or application by the ParticipantsDistrict, or any other party, of any funds which the Trustee properly releases to the Participants District or which the Participants District may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties any party (other than the Trustee Trustee) of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit the Trust Agreement, any Supplemental Credit Enhancement Agreement Certificate, or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenturethe Trust Agreement), or with respect to any obligation of the Corporation or the District pursuant hereto or pursuant to the 2010 Installment Purchase Contract. Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes pursuant hereto the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunderpursuant hereto, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate Certification of the AuthorityDistrict, and such certificate shall be full warrant to the Trustee for any action taken or suffered under pursuant to the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Certificates and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, or any of its affiliates, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsCorporation or the District, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Participants Corporation or the District as freely as if it were not the Trustee hereunder. The Trustee shall not be liable answerable for the exercise of any of its rights hereunder pursuant hereto or for the performance of any of its obligations hereunder pursuant hereto or for anything whatsoever in connection with the funds established hereunderpursuant hereto, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct, the Trustee shall not be liable for an error of judgment. No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, pursuant hereto or in the exercise of any of its rights hereunderpursuant hereto if repayment of such funds or adequate indemnity against such risk or liability is not assured to it, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) pursuant hereto the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents it from all liability thereunderpursuant hereto. The Trustee may execute shall not be liable with respect to any action taken or not taken by it in accordance with the direction of the Owners of a majority in aggregate principal amount of Certificates at the time Outstanding relating to the exercise of any right or remedy available to the Trustee pursuant to the 2010 Installment Purchase Contract or pursuant hereto or pursuant to any other trust or power conferred upon the Trustee. Every provision of the 2010 Installment Purchase Contract, the Assignment Agreement and hereof relating to the conduct or liability of the Trustee shall be subject to the provisions hereof, including without limitation this article. In acting as Trustee pursuant hereto, the Trustee shall act solely in its trusts capacity as Trustee pursuant hereto and not in its individual or other powers personal capacity, and all persons, including without limitation the Corporation, the District, the Certificate Insurer and the Owners, having any claim against the Trustee shall look only to the accounts and funds held by the Trustee pursuant hereto for payment, except as otherwise provided herein, and under no circumstances shall the Trustee be liable in its individual or perform its duties through attorneys, agents or receiverspersonal capacity for the obligations evidenced by the Certificates. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, statement or other offering memorandum or any other disclosure material document prepared or distributed in connection with respect to any Series the sale and original execution and delivery of the Authority NotesCertificates. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the Corporation or the District, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the 2010 Water System Project, malicious mischief, condemnation and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to the Trust Agreement; provided, that (a) subsequent to such facsimile transmission of written instructions and/or directions, the Trustee shall forthwith receive the originally executed instructions and/or directions, (b) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (c) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, opinion, notice, Requestrequest, Requisitionrequisition, resolution, direction, instruction, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at the request of any such person unless such Bond shall be deposited with the Trustee or satisfactory evidence of the ownership of such Bond shall be furnished to the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority City or the ParticipantsAuthority, with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. If requested by the City, counsel to the Trustee shall be of recognized national standing in the field of law relating to municipal bonds. The Trustee shall not be responsible for the sufficiency or adequacy of the payments on Bonds, the District NotesFacility Lease, the Site Lease, or of the assignment made to it by the Assignment Agreement, or for statements made in the preliminary or final official statement relating to the Bonds or of all rights the title to receive or value of the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, CaliforniaLeased Property. The Trustee shall not be accountable for required to take notice or be deemed to have notice of any default or event of default hereunder or an Event of Default under Section 7.01 hereof, except failure of any of the use payments to be made to the Trustee required to be made hereunder unless the Trustee shall be specifically notified in writing of such default or application Event of Default by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility forCity, the validity, genuineness, sufficiency, Authority or performance by parties other the Owners of not less than 25% in aggregate principal amount of the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture)Bonds then Outstanding. Whenever in the observance or performance administration of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the AuthorityCity, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Bonds and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsCity or the Authority, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Authority or the City as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the default or misconduct of any such agent, attorney or receiver selected by it with reasonable care. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any of its rights hereunder trusts or for the performance of any of its obligations powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct, the The Trustee shall not be liable for an error with respect to any action taken or omitted to be taken by it in accordance with the direction of judgment. No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial Owners of not less than a majority (or other liability or risk percentage provided for herein) in aggregate principal amount of the performance of any of its obligations hereunder, or in Bonds at the time Outstanding relating to the exercise of any right or remedy available to the Trustee hereunder. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City of its rights the Leased Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Facility Lease, the Site Lease or this Indenture for the existence, furnishing or use of the Property. Every provision of this Indenture, the Facility Lease, the Site Lease and the Assignment Agreement relating to the conduct or liability of the Trustee shall be subject to the provisions of this Indenture, including without limitation, this Article VIII. In acting as Trustee hereunder, the Trustee acts solely in its capacity as Trustee for the Owners and before taking not in its individual or personal capacity, and all persons, including without limitation, the Owners, the City and the Authority, having any remedial action claim against the Trustee shall look only to the funds and accounts held by the Trustee hereunder (other than drawing on for payment, except as otherwise specifically provided herein. Under no circumstances shall the applicable Credit Instrument Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The recitals of facts, covenants and agreements herein and in the Bonds shall be taken as statements, covenants and agreements of the City or applicable Supplemental Credit Enhancementthe Authority, as the case may be) , and the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts or other powers or perform its duties through attorneys, agents or receivers. The Trustee shall have assumes 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 any Series for the correctness of the Authority Notessame.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsCommunity College Districts, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has it shall have actual knowledge thereof or has have received written notice thereof at its principal corporate trust office in Los AngelesCosta Mesa, California. The Trustee shall not be accountable for the use or application by the ParticipantsCommunity College Districts, or any other party, of any funds which the Trustee properly releases to the Participants Community College Districts or which the Participants Community College Districts may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenturethe Trust Agreement, any Authority Note Participation, any Note, any District Note, any Participant Note Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenturethe Trust Agreement), or with respect to any obligation of the Community College Districts. Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes Note Participations the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the AuthorityCommunity College Districts, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Note Participations and may join in any action which any Owner may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsCommunity College Districts, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Community College Districts as freely as if it were not the Trustee hereunder. The Trustee shall not be liable answerable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct, the Trustee shall not be liable for an error of judgment. No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, or in the exercise of any of its rights hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents it from all liability thereunder. The Community College Districts will indemnify the Trustee for any liability incurred by the Trustee as a result of the Trustee executing the Representation Letter on behalf of the Community College Districts. The Community College Districts agree to indemnify and hold the Trustee, its officers, directors, employees and agents harmless from and against any loss, liability, cost, expense or claim whatsoever which it may execute any incur without negligence or willful misconduct on the Trustee’s part, arising out of the acceptance of the duties of the Trustee hereunder and the administration thereof or in the exercise or performance of its trusts or other powers or perform and duties hereunder, including without limitation those of its duties through attorneys, agents or receiversincluding the costs and expenses of defending against any claim of liability. Such indemnity should survive the termination and discharge of this Trust Agreement. The Trustee shall have no responsibility with respect to any informationinformation statement, statement recital or recital in the content of any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Notes and Note Participations. The Trustee shall not be liable with respect to any Series action taken or not taken by it at the direction of the Authority NotesOwners of a majority in aggregate principal amount of the Note Participations outstanding relating to the exercise of any right or remedy available to the Trustee or the exercise of any trust or power conferred upon the Trustee hereunder. The Trustee has executed the Note Participations solely in its capacity as Trustee under this Trust Agreement and is not liable thereon in its individual or personal capacity and all payments to be made thereon by the Trustee shall be made solely from funds held by the Trustee under this Trust Agreement.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, Certificate, consent, notice, Request, Requisition, resolution, statement, telegram, voucher, waiver requisition or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereofof this Agreement, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at the written request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee and such ownership is recorded in the Trustee’s books required to be maintained pursuant to Section 2.8 of this Agreement. The Trustee may consult with counsel, who may be counsel to selected by the Authority or the Participants, Trustee with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to of any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture). Whenever in the observance or performance administration of its rights and obligations hereunder or duties under the Authority Notes this Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may shall be deemed to be conclusively proved and established by a Certificate certificate of the Authority, Corporation or the District and such certificate shall be full warrant warranty to the Trustee for any action taken or suffered under the provisions hereof of this Agreement upon the faith thereof, but in its discretion the Trustee maymay (but shall have no duty), in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Certificates provided pursuant to this Agreement, and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party heretoto this Agreement. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsDistrict or the Corporation, and may act as agentdepositary, depositary trustee, or trustee agent for any committee or body of Owners of Certificates or of owners of obligations of the Participants Corporation or the District as freely as if it were not Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Trustee hereundershall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Trustee shall not be liable answerable for the exercise of any of its rights hereunder or for the performance of any of its obligations hereunder power under this Agreement or for anything whatsoever whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or negligence. Absent negligence The recitals, statements and representations by the District or willful misconduct, the Corporation contained in this Agreement or in the Certificates shall be taken and construed as made by and on the part of the District or Corporation and not by the Trustee and the Trustee does not assume, and shall not have, any responsibility or obligations for the correctness of any thereof. The Trustee undertakes to perform such duties, and only such duties as are specifically set forth in this Agreement and no implied duties or obligations shall be liable for an error of judgmentread into this Agreement against the Trustee. No provision hereof in this Agreement shall require the Trustee to risk or expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or in the exercise of any of its rights hereunder, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that adequate indemnity reasonably satisfactory to it be furnished for all expenses against such risk or liability is not assured to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute shall be entitled to interest on all amounts advanced by it hereunder at the maximum rate permitted by law. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners and the District or the Corporation, having any claim against the Trustee arising from this Agreement shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee makes no representation or warranty, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the District or the Corporation of the 2021 Project. In no event shall the Trustee be liable for incidental, indirect, special, punitive or consequential damages in connection with or arising from the Installment Purchase Agreement or this Agreement for the existence, furnishing or use of the 2021 Project. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder or under the Installment Purchase Agreement unless and until a responsible officer at its trusts corporate trust office at the address set forth in Section 11.11 has actual knowledge thereof or has received written notice thereof. The Trustee shall not be accountable for the use or application by the District, or the Corporation or any other powers or perform its duties through attorneys, agents or receiversparty of any funds which the Trustee has released in accordance with the terms of this Agreement. The Trustee shall have no responsibility with respect to any information, statement statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Certificates. Before taking any Series of action under Article VII hereof the Authority Notes.Trustee may require indemnity satisfactory to the Trustee be furnished from any and all expenses and to protect it against any and all liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Owners of the Certificates of the Series with respect to which the Trustee serves pursuant to this Trust Agreement, unless such Owners shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority Corporation or the ParticipantsCity, with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. If requested by the City, counsel to the Trustee shall be experienced in the field of law relating to municipal bonds. The Trustee shall not be responsible for the sufficiency of the payments on Certificates, the District NotesLease, the Sublease, or of the assignment made to it by the Assignment Agreement, or for statements made in the preliminary or final official statement relating to any Certificates, or of all rights the title to receive or value of the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, CaliforniaLeased Property. The Trustee shall not be accountable for required to take notice or be deemed to have notice of any default or Event of Default hereunder, except failure of any of the use payments to be made to the Trustee required to be made hereunder unless the Trustee shall be specifically notified in writing of such default or application Event of Default by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility forCity, the validity, genuineness, sufficiency, Corporation or performance by parties other the Owners of not less than 25% in aggregate principal amount of the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture)Certificates then Outstanding. Whenever in the observance or performance administration of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the AuthorityCity or a Certificate of the Corporation, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem deems reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Certificates and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsCorporation or the City, and may act as agent, depositary depository or trustee for any committee or body of Owners or of owners of obligations of the Participants Corporation or the City as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such agent, attorney or receiver, the Trustee shall diligently pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any of its rights hereunder trusts or for the performance of any of its obligations powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent misconduct, negligence or willful misconductbreach of an obligation hereunder. The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Corporation or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Certificates or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal evidenced by Certificates then Outstanding, provided, the Trustee shall not be liable for an error have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action. The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of judgmentits fees and expenses shall survive its resignation or removal and final payment or defeasance of the Certificates. No provision hereof shall require All indemnifications and releases from liability granted herein to the Trustee shall extend to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, or in the exercise of any of its rights hereunder, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute any of its trusts or other powers or perform its duties through attorneys, agents or receiversthe Trustee. The Trustee shall have no responsibility or liability with respect to any information, statement statements or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the execution and delivery of these Certificates. Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any Series corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Xxxxxxx, xxxx facto, shall be and become successor trustee under this Trust Agreement and vested with all of the Authority Notestrusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Authority or the ParticipantsIssuer, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on the District Notes, or of the assignment made to it of all rights to receive the payments on the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the Participants, or any other party, of any funds which the Trustee properly releases to the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture). Whenever in the observance or performance of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate certificate of the Authorityan Issuer Representative or a certificate of a Company Representative, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Bonds and may join in any action which any Owner of an Bond may be entitled to take with like effect as if it were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Participants, Issuer or the Company and may act as agent, depositary or trustee for any committee or body of Owners of Bonds or of owners Owners of obligations of the Participants Issuer or the Company as freely as if it were not the Trustee hereunder. The Trustee may act through agents or co-trustees (which co-trustees, if any, shall be approved by the Issuer and the Company) and shall not be liable responsible for the exercise misconduct or negligence of any of its rights hereunder agent or for the performance of any of its obligations hereunder or for anything whatsoever in connection co-trustee appointed with the funds established hereunder, except only for its own willful misconduct or negligencedue care. Absent negligence or willful misconduct, the The Trustee shall not be liable for an error of judgment. No provision hereof shall require the Trustee any action it takes or omits to expend take in good faith without negligence which it believes to be authorized or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations hereunder, or in the exercise of any of within its rights hereunder, and before taking any remedial action hereunder (other than drawing on the applicable Credit Instrument or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that indemnity satisfactory to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunderpowers. The Trustee may execute makes no representation as to the validity or adequacy of this Indenture, or the Bonds, shall not be accountable for the Issuer’s covenants and representations contained in this Indenture, and shall not be responsible for any statement in the Bonds other than its certificate of its trusts or other powers or perform its duties through attorneys, agents or receivers. 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 any Series of the Authority Notesauthentication.

Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, Certificatecertificate, consent, facsimile transmission, electronic mail, notice, Requestrequest, Requisitionrequisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel, who may be counsel to the Authority Corporation or the ParticipantsCounty, with regard to legal questions arising hereunderquestions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the payments on Site Lease or the District NotesFacilities Lease, or of the assignment made to it by the Assignment Agreement of all rights to receive the payments on Base Rental Payments under the District Notes and shall not be deemed to have knowledge of any Event of Default unless and until a responsible officer has actual knowledge thereof or has received written notice thereof at its principal corporate trust office in Los Angeles, California. The Trustee shall not be accountable for the use or application by the ParticipantsFacilities Lease, or any other party, of any funds which the Trustee properly releases title to or value of the Participants or which the Participants may otherwise receive from time to time. The Trustee makes no representation concerning, and has no responsibility for, the validity, genuineness, sufficiency, or performance by parties other than the Trustee of this Indenture, any Authority Note, any District Note, any Participant Resolution, any Credit Instrument, any Supplemental Credit Enhancement, any Credit Agreement, any Supplemental Credit Enhancement Agreement or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the Trustee in this Indenture)Facilities. Whenever in the observance or performance administration of its rights and obligations hereunder or under the Authority Notes the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, 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 the AuthorityCounty or a Certificate of the Corporation, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Authority Notes Certificates and may join in any action which any Owner may be entitled to take with like effect as if it the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the ParticipantsCorporation or the County, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Participants Corporation or the County as freely as if it were not the Trustee hereunder. The Trustee shall not be liable answerable for the exercise of any of its rights hereunder trusts or for the performance of any of its obligations powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. Absent negligence or willful misconduct. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until it shall have actual knowledge thereof. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations, fiduciary or otherwise, shall be read into this Trust Agreement against the Trustee. The recitals of facts herein and in the Certificates contained shall be taken as statements of the County, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Trust Agreement or of the Certificates or incur any responsibility in respect thereof, other than in connection with the respective duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be liable for an any error of judgmentjudgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent or engaged in willful misconduct in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Certificates at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee. The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement. The Trustee has no obligation or liability to the Owners to make payment of principal, premium, if any, or interest pertaining to the Certificates except from Base Rental Payments. No provision hereof of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of any of its obligations duties hereunder, or in the exercise of any of its rights hereunderand powers, and before taking any remedial action hereunder (other than drawing on if it shall have reasonable grounds for believing the applicable Credit Instrument repayment of such funds or applicable Supplemental Credit Enhancement, as the case may be) the Trustee may require that adequate indemnity satisfactory against such risk or liability is not reasonably assured to it be furnished for all expenses to which it may be put and to protect it, its directors, officers, employees and agents from all liability thereunder. The Trustee may execute shall not be deemed to have knowledge of any default or Event of Default unless and until an officer at the Trustee's corporate trust office responsible for the administration of its trusts duties hereunder shall have actual knowledge thereof or other powers or perform the Trustee shall have received written notice thereof at its duties through attorneys, agents or receiverscorporate trust office. The Trustee shall have no responsibility or liability with respect to any information, statement statements or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the County elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any Series 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 County agrees to assume all risks arising out of the Authority Notesuse of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.