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 in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, 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 City, with regard to legal questions, 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. 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 that the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.

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, certificate, consent, notice, request, requisition, 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 CityIssuer, with regard to legal questionsquestions 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration observance or performance of its rights and obligations hereunder 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 certificate of the City an Issuer Representative or a Written Certificate certificate of the Authoritya 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner of an Bond may be entitled to take with like effect as if the Trustee 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 Authority Issuer or the City, Company and may act as agent, depository depositary or trustee for any committee or body of Owners of Bonds or of owners Owners of obligations of the Authority Issuer or the City Company as freely as if it were not the Trustee hereunder. The Trustee maymay act through agents or co-trustees (which co-trustees, to the extent reasonably necessaryif any, 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, approved by the Issuer and the Trustee Company) and shall not be answerable responsible for the misconduct or 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 in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiverco-trustee appointed with due care. The Trustee shall not be liable for any error of judgment made by action it takes or omits to take in good faith unless without negligence which it shall believes to be proved that the Trustee was negligent in ascertaining the pertinent factsauthorized or within its rights or powers. The Trustee shall not be answerable for makes no representation as to the exercise validity or adequacy of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunderthis Indenture, except only for its own willful misconduct or negligence. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and whichBonds, 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 that the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of Issuer’s covenants and representations contained in this Indenture, and shall not be responsible for any of statement in the Bonds or the proceeds thereof or for the use or application other than its certificate of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agentauthentication.

Protection of the Trustee. (a) 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 passed or delivered signed by the proper party board or person or to have been prepared and furnished pursuant to any of the provisions hereofof this Master Trust 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 may, in the absence of bad faith on its part, 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. . (b) The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the any opinion of rendered by 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 Before being required to take any action, the Trustee may require an opinion of counsel acceptable to the Trustee or a verified certificate of any party, or both, concerning the proposed action, which opinion or certificate shall be made available to the other party hereto upon request. If it does so in good faith, the Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made absolutely protected in any preliminary or final official statement relating to the Bonds, or of the title to the Property. relying thereon. (c) Whenever in the administration of its rights and obligations hereunder duties under this Master Trust 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 ), in the absence of bad faith on its part, shall be deemed to be conclusively proved and established by the certificate of a Written Certificate of the City County Representative or a Written Certificate Corporation Representative or the written direction of the Authority, any Owners of Notes and such certificate or direction shall be full warrant warranty to the Trustee Trustee, in the absence of bad faith on its part, for any action taken or suffered under the provisions hereof of this Master Trust Agreement 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. . (d) The Trustee shall not be liable responsible for any error recital herein, for maintaining or insuring the Mortgaged Property or collecting any insurance moneys relating thereto, or for the sufficiency of judgment made by it in good faith unless it shall be proved that any security for the Trustee was negligent in ascertaining Notes executed and delivered hereunder or the pertinent facts. value of or title to the Mortgaged Property. (e) The Trustee shall not be answerable for the exercise of have no obligation to perform any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. 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 duties of the Trustee Corporation under the Agreement or this Master Trust Agreement except as expressly set forth therein 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 that the herein. (f) The Trustee shall have no duty or responsibility to take examine or review, and shall have no liability for the contents of, any documents submitted to or delivered to any Owner in the nature of a preliminary or final placement memorandum, official statement, offering circular or similar disclosure document. (g) Before taking any action hereunder (except for the acceleration of the principal component of the Notes in accordance with Section 12.02 and payments to Owners of Notes from amounts held by the Trustee for such action unless purpose), the Trustee may require that satisfactory indemnity be furnished to it has been indemnified by the Owners for the reimbursement of all expenses which it may incur and to its reasonable satisfaction protect it against all risk liability, except liability which may result from its negligence, willful misconduct or liability arising from such action. The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment default, by reason of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. any action so taken. (h) The permissive right of the Trustee to do things enumerated in this Indenture Master Trust Agreement or the Agreement shall not be construed as a dutyduties of the Trustee. (i) The Trustee shall not be personally liable for any debt contracted or for damages to persons or to personal property injured or damaged, or for salaries or non-fulfillment of contracts, relating to the School Project, any Completion Project or the Mortgaged Property. (j) The Trustee shall not be required to give any bond or surety in order to serve as Trustee under this Master Trust Agreement. (k) The Trustee shall not be bound to ascertain or inquire as to the performance of the obligations of the Corporation or the County under the Agreement or the Trust Agreement, and shall not be deemed to have or be required to take notice of an Event of Default under this Master Trust Agreement (other than a default under Section 12.01(a) or (b)) unless the Trustee receives written notification of such default by the County, the Corporation or one or more Owners with combined holdings of not less than twenty-five percent (25%) of the principal amount of the Notes Outstanding, and in the absence of such notice the Trustee may conclusively presume there is no Event of Default except as aforesaid. The Trustee may nevertheless require the Corporation and the County to furnish information regarding performance of their obligations under the Agreement and the Trust Agreement, but is not obligated to do so except as expressly set forth herein. (l) Notwithstanding any provision of this Master Trust Agreement to the contrary, the Trustee shall not be answerable liable or responsible for other than its negligence any calculation or willful default. The determination which may be required in connection with or for the purpose of complying with Section 148 of the Code or any applicable Treasury regulations, including, without limitation, the calculation of amounts required to be paid to the United States under the provisions of Section 148 of the Code and the applicable Treasury regulations, the maximum amount which may be invested in “non-purpose obligations” as defined in the Code and the fair market value of any investments made hereunder, and the sole obligation of the Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect investment of funds hereunder shall be to invest the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over monies received by the Trustee in accordance with Article VII pursuant to instructions from an authorized representative of the provisions of this Indenture or for County and to maintain appropriate records relating to the use and application of money received by any paying agentinvestments so made.

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, certificate, consent, notice, request, requisition, 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 City, with regard to legal questions, 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct misconduct, negligence or negligence. The Trustee shall not be deemed to have knowledge breach of an event of default unless it has actual knowledge thereofobligation hereunder. 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 that the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.

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, certificate, consent, notice, request, requisition, 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 Indenture Trust Agreement at the request or direction of any of the Owners of the Bonds Certificates of the Series with respect to which the Trustee serves pursuant to this IndentureTrust Agreement, unless such Owners shall have offered to the Trustee security or indemnity, 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 City, with regard to legal questions, 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 Bonds or Certificates, the Lease AgreementLease, the Sublease, or of the assignment made to it by the Assignment Agreement, or for statements made in any the preliminary or final official statement relating to the Bondsany Certificates, or of the title to or value of the PropertyLeased Property and the Project. The Trustee shall not be required to take notice or be deemed to have notice of any default or Event of Default hereunder, except failure of any of the 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 Event of Default by the City, the Corporation or by the Owners of not less than 25% in aggregate principal amount of the Certificates then Outstanding. Whenever in the administration of its rights and obligations hereunder 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 AuthorityCorporation, 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds Certificates and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority Corporation or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority 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 attorneyagent, agent attorney or receiver, the Trustee shall in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct misconduct, negligence or negligence. The Trustee shall not be deemed to have knowledge breach of an event of default unless it has actual knowledge thereofobligation hereunder. The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority Corporation or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds Certificates 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 evidenced by Certificates then Outstanding, provided that provided, the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the BondsCertificates. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance execution and delivery of these BondsCertificates. The 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 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 not be accountable for and become successor trustee under this Trust Agreement and vested with all of the use trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or application by filing of any instrument or any further act, deed or conveyance on the Borrower part of any of the Bonds or parties hereto, anything herein to the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agentcontrary 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, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe By way of supplement 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 City, with regard to legal questions, 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 law for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement time being relating to the Bondstrustees, or of the title to the Property. Whenever in the administration of its rights it is expressly declared and obligations hereunder 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 agreed as follows: (unless other evidence in respect thereof be herein specifically prescribeda) 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for or by reason of: (i) any error failure or defect of judgment made by it title to, or encumbrance upon, the Collateral; or (ii) any failure of or defect in good faith unless it shall be proved that the Trustee was negligent in ascertaining registration or filing of or renewal of the pertinent facts. Security Interest. (b) The Trustee shall not be answerable liable for or by reason of any statements of fact or recitals in this Indenture, the Security Agreements or in the Debentures (except in the certificate of the Trustee thereon) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Obligor to whom those statements of fact or recitals are attributed. (c) Nothing herein contained shall impose any obligation on the Trustee to see or to require evidence of the registration or filing of the Indenture, the Security Interest, or to procure any further, other or additional instrument of further assurance, or to do any other act for the continuance of the Security Interest or for giving notice of the existence of the Security Interest for extending or supplementing the same. (d) In the exercise of its rights and duties hereunder: (i) the Trustee may permit and suffer and shall be protected in permitting and suffering in good faith any trusts Obligor, its successors or powers hereunder assigns, to retain or be in possession of any part of the Collateral and to use and enjoy the same unless otherwise expressly provided herein, provided that the Trustee, when so acting, shall not be or become responsible or liable for anything whatsoever any destruction, deterioration, loss, injury or damage which may be done or occur to the Collateral by any Obligor, their servants or by any other person; and (ii) the Trustee shall not incur any liability or be in connection with any way responsible for the funds established hereunderconsequence of any breach on the part of any Obligor of any of the Obligor's covenants herein contained or of any acts of the directors, except only for its own willful misconduct officers, employees, agents or negligence. servants of either Obligor. (e) The Trustee shall not be deemed bound to give notice to any person or persons of the execution hereof or of the Security Interest or in any way to interfere with the conduct of the Company's business, unless and until the Security Interest shall have knowledge become enforceable and the Trustee shall have determined or become bound to enforce the same. (f) The Trustee shall not be, nor shall its agents or attorneys be, liable by reason of an event of default unless it has actual knowledge thereof. The Trustee may, on behalf entry into possession of the Owners, intervene Collateral or any part thereof to account as mortgagee in possession or be liable for any judicial proceeding loss on realization or for any default or omission for which a mortgagee in possession might be liable save such as may be caused by its own gross negligence or wilful misconduct. (g) Each Obligor hereby agrees to which the Authority or the City is a party indemnify and which, in the opinion of hold harmless the Trustee and its counselofficers, affects directors, employees, trustees agents, representatives, successors and assigns from and against any liability, loss, claim, action, demand, cost and expense, including legal fees and disbursements of whatever kind or nature (collectively "Liabilities"), which may be asserted against the Bonds Trustee or which it may suffer or incur as a result of or arising from or out of the performance of its duties and obligations under this Indenture or the security thereforSecurity Agreements, and shall do so if requested in writing by the Owners whether groundless or otherwise, howsoever arising from or out of at least 5% any act, omission or error of the aggregate principal amount of Bonds then Outstanding, Trustee; provided that the Obligor shall not be required to indemnify the Trustee shall have no duty to take in the event that 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance liabilities are a result of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents gross negligence or wilful misconduct of the Trustee. The permissive right Without limiting the generality of the foregoing, the obligation to indemnify, defend and save harmless in accordance herewith shall apply in respect of Liabilities suffered by, imposed upon, incurred in any way connected with or arising from, directly or indirectly, any environmental laws. It is understood and agreed that this provision shall survive the resignation or removal of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof termination or for the use or application of any money paid over by the Trustee in accordance with the provisions discharge of this Indenture or for the use and application of money received by any paying agentSecurity Agreements.

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 in good faith upon any affidavit, bondinstrument, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which believed by it shall in good faith 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 shall be under no obligation to exercise any of the rights or powers vested Except for its gross negligence in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indentureselecting a successor benefits determiner, 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 City, with regard to legal questions, 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 liable for any action or failure to act of the Benefits Determiner, for following any direction or instruction of the Benefits Determiner, or for the negligence or misconduct proper application of any such agentpart of the Trust if distributions are made in accordance with information provided to it by, 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 receiverdirections of, the Trustee Benefits Determiner. The Trustee's obligations hereunder shall in a commercially reasonable manner pursue all remedies be determined solely by the terms of this Trust Agreement and the directions of the Trustee against such agent, attorney or receiverBenefits Determiner given to it pursuant to the terms of this Trust. The Trustee shall not be liable hereunder 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 trusts loss or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. The Trustee may, on behalf diminution of the Owners, intervene in Trust resulting from any judicial proceeding to which the Authority reasonable action taken or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds omitted 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 that the Trustee shall have no duty to take such any 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over 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 provisions proper person or persons. Nothing contained in this Trust Agreement shall require the Trustee to risk or expend its own funds in the performance of its duties hereunder. In the acceptance and performance of its duties hereunder, the Trustee acts solely as trustee of the Trust and not in its individual capacity, and all persons, other than Bank, Grantor, or Beneficiary having any claim against the Trustee related to this Indenture Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the use and application of money received by any paying agentpayment 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, certificate, certification, consent, notice, request, requisition, 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 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 CityDistrict, with regard to legal questionsquestions 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 Bonds or the Lease Agreement, 2010 Installment Purchase Contract or of the assignment made to it by of certain rights thereunder pursuant to the Assignment Agreement, or of the title or value of the Water System, and shall not be deemed to have knowledge of any Event of Default unless and until it shall have actual knowledge thereof or have received written notice thereof (from the Certificate Insurer or otherwise) at its Principal Corporate Trust Office. All recitals, warranties or representations contained therein are statements of the District, and the Trustee assumes no responsibility for statements made in their correctness, and the Trustee shall not be accountable for the use or application by the District, or any preliminary or final official statement relating other party, of any funds which the Trustee properly releases to the BondsDistrict or which the 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 any party (other than the Trustee) of the Trust Agreement, any Certificate, or of any other paper or document, or for taking any action on them (except as specifically and expressly stated for the title Trustee in the Trust Agreement), or with respect to any obligation of the Corporation or the District pursuant hereto or pursuant to the Property2010 Installment Purchase Contract. Whenever in the administration observance or performance of its rights and obligations hereunder 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 Written Certificate Certification of the City or a Written Certificate 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds Certificates and may join in any action which any Owner may be entitled to take with like effect as if the Trustee 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 Authority Corporation or the CityDistrict, and may act as agent, depository depositary or trustee for any committee or body of Owners or of owners of obligations of the Authority Corporation or the City District 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 in a commercially reasonable manner 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 trusts of its rights pursuant hereto or powers hereunder for the performance of any of its obligations pursuant hereto or for anything whatsoever in connection with the funds established hereunderpursuant hereto, except only for its own willful misconduct or negligence. 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 pursuant hereto or in the exercise of any of its rights pursuant hereto if repayment of such funds or adequate indemnity against such risk or liability is not assured to it, and before taking any action 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 from all liability pursuant hereto. The Trustee shall not be deemed liable with respect to have knowledge any action taken or not taken by it in accordance with the direction of an event of default unless it has actual knowledge thereof. 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 a majority in aggregate principal amount of Bonds then OutstandingCertificates 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, provided that the Assignment Agreement and hereof relating to the conduct or liability of the Trustee shall have no duty be subject to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such actionthe provisions hereof, including without limitation this article. The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to In acting as Trustee pursuant hereto, the Trustee shall extend to the directors, officers, employees act solely in its capacity as Trustee pursuant hereto and agents of the Trustee. The permissive right of the Trustee to do things enumerated not in this Indenture shall not be construed as a dutyits individual or 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 not 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 answerable liable in its individual or personal capacity for other than its negligence or willful defaultthe obligations evidenced by the Certificates. The Trustee shall have no responsibility or liability with respect to any information, statements statement or recitals recital in any offering memorandum official statement or other disclosure material offering document prepared or distributed in connection with respect to the issuance sale and original execution and delivery of these Bondsthe Certificates. The Trustee shall not be accountable 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 use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by party signing such instructions and/or directions, and (c) the Trustee in accordance with shall have received a current incumbency certificate containing the provisions specimen signature of this Indenture or for the use and application of money received by any paying agentsuch 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, certificate, consent, notice, request, requisition, 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 Indenture Trust Agreement at the request or direction of any of the Owners of the Bonds Certificates of the Series with respect to which the Trustee serves pursuant to this IndentureTrust Agreement, unless such Owners shall have offered to the Trustee security or indemnity, 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 City, with regard to legal questions, 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 Bonds or Certificates, the Lease AgreementLease, the Sublease, or of the assignment made to it by the Assignment Agreement, or for statements made in any the preliminary or final official statement relating to the Bondsany Certificates, or of the title to or value of the Leased Property. The Trustee shall not be required to take notice or be deemed to have notice of any default or Event of Default hereunder, except failure of any of the 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 Event of Default by the City, the Corporation or by the Owners of not less than 25% in aggregate principal amount of the Certificates then Outstanding. Whenever in the administration of its rights and obligations hereunder 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 AuthorityCorporation, 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds Certificates and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority Corporation or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority 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 attorneyagent, agent attorney or receiver, the Trustee shall in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct misconduct, negligence or negligence. The Trustee shall not be deemed to have knowledge breach of an event of default unless it has actual knowledge thereofobligation hereunder. The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority Corporation or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds Certificates 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 evidenced by Certificates then Outstanding, provided that provided, the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the BondsCertificates. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance execution and delivery of these BondsCertificates. The 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 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 not be accountable for and become successor trustee under this Trust Agreement and vested with all of the use trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or application by filing of any instrument or any further act, deed or conveyance on the Borrower part of any of the Bonds or parties hereto, anything herein to the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agentcontrary 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, certificate, consent, facsimile transmission, electronic mail, notice, request, requisition, 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 under no obligation bound to exercise recognize any person as an Owner of the rights any Certificate or powers vested in it by this Indenture to take any action at the request or direction of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the Owners ownership of the Bonds pursuant to this Indenture, unless such Owners Certificate shall have offered to the Trustee security or indemnity, reasonably satisfactory be furnished 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 CityCounty, with regard to legal questions, 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 Bonds Site Lease or the Lease AgreementFacilities Lease, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating Agreement of all rights to receive the BondsBase Rental Payments under the Facilities Lease, or of the title to or value of the PropertyFacilities. Whenever in the administration of its rights and obligations hereunder 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 County or a Written Certificate of the AuthorityCorporation, 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds Certificates and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority Corporation or the CityCounty, and may act as agent, depository depositary or trustee for any committee or body of Owners or of owners of obligations of the Authority Corporation or the City County 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 in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own negligence or willful misconduct or negligencemisconduct. The Trustee shall not be deemed to have knowledge of an event any Event of default Default hereunder unless and until it has shall have actual knowledge thereof. The Trustee may, on behalf of the Owners, intervene undertakes to perform such duties and only such duties as are specifically set forth 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 thereforthis Trust Agreement, and no implied covenants or obligations, fiduciary or otherwise, shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided that the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction be read into this Trust Agreement 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right recitals of facts herein and in the Certificates contained shall be taken as statements of the Trustee to do things enumerated in this Indenture shall not be construed as a dutyCounty, and the Trustee shall not be answerable 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 any error of judgment 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 of this Trust Agreement shall require the Trustee to expend or risk its negligence own funds or willful defaultotherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights and powers, if it shall have reasonable grounds for believing the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee 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 duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals recital in any offering memorandum or 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 accountable liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The County agrees to assume all risks arising out of the use or application by of such electronic methods to submit instructions and directions to the Borrower of any Trustee, including without limitation the risk of the Bonds or Trustee acting on unauthorized instructions, and the proceeds thereof or for the use or application risk of any money paid over interception and misuse by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agentthird parties.

Protection of the Trustee. The (a) In the exercise of its rights, duties and obligations hereunder, the Trustee shall be protected and shall incur no liability in may, if it is acting or proceeding in good faith faith, act and rely upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall the truth of the statements and the accuracy of the opinions expressed in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or evidence of compliance furnished pursuant to any covenant, condition or other requirement of this Indenture, or reasonably required by notice in writing to the Issuer by the Trustee to be furnished to it in the exercise of its rights and duties under this Indenture where such evidence of compliance is in accordance with the provisions hereof, herein and the Trustee examines the evidence of compliance furnished to it in order to determine whether such evidence indicates compliance with the applicable requirements of this Indenture. (b) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default, the Trustee shall not be under no duty bound to make any investigation or inquiry as to any statements contained into the facts or matters referred to stated in any such instrumentdocument, but may accept and rely upon unless requested in writing to do so (i) by the same as conclusive evidence Holders of not less than a majority in Principal Amount of the truth and accuracy Debt Securities then outstanding or (ii) by adoption of a resolution, at a meeting of Holders of Debt Securities at which a quorum is present, by Holders of not less than a majority in aggregate Principal Amount of Debt Securities outstanding at such statements. The Trustee shall be under no obligation to exercise any of time represented at such meeting; provided, however, that if 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 payment within a reasonable time to the Trustee security or indemnity, reasonably satisfactory to of the Trustee, against the reasonable costs, expenses and or liabilities which might likely to be incurred by it in compliance with the making of such request investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee, the Trustee may require reasonable indemnity against such expense or directionliability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Issuer or, if paid by the Trustee, shall be repaid by the Issuer upon demand. (c) The Trustee shall not be liable for or by reason of any statement of fact in this Indenture, the Debt Securities or any other Series Specific Document, or required to verify the same (except for the representations contained in Section 8.9 hereof and in the certificate of the Trustee on the Debt Securities), but all such statements of fact are and shall be deemed to have been made by the Issuer. The Trustee may consult with counsel, who may shall not incur any liability or responsibility whatever or be counsel to in any way responsible for the Authority or consequence of any breach on the City, with regard to legal questions, and part of the opinion Issuer 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. covenants herein contained. (d) The Trustee may act through agents and shall not be responsible for the sufficiency of the Bonds misconduct or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 agent appointed with reasonable due care; provided, however, that in the event of any negligence or misconduct of any such attorney, agent or receiver, the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. . (e) The Trustee shall not be liable for any error of judgment made by action it takes or omits to take in good faith unless that it shall believes to be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any trusts authorized or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. 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 that the Trustee shall 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 within its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over powers. (f) Money held by the Trustee in accordance with trust hereunder need not be segregated from other funds except to the provisions of this Indenture or extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for the use and application of interest on any money received by any paying agentit hereunder unless otherwise agreed.

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 in good faith upon any affidavit, bondinstrument, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which believed by it shall in good faith 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 shall be under no obligation to exercise any of the rights or powers vested Except for its gross negligence in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indentureselecting a successor benefits determiner, 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 City, with regard to legal questions, 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 liable for any action or failure to act of the Benefits Determiner, for following any direction or instruction of the Benefits Determiner, or for the negligence or misconduct proper application of any such agentpart of the Trust if distributions are made in accordance with information provided to it by, 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 receiverdirections of, the Trustee Benefits Determiner. The Trustee’s obligations hereunder shall in a commercially reasonable manner pursue all remedies be determined solely by the terms of this Trust Agreement and the directions of the Trustee against such agent, attorney or receiverBenefits Determiner given to it pursuant to the terms of this Trust. The Trustee shall not be liable hereunder 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 trusts loss or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. The Trustee may, on behalf diminution of the Owners, intervene in Trust resulting from any judicial proceeding to which the Authority reasonable action taken or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds omitted 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 that the Trustee shall have no duty to take such any 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over 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 provisions proper person or persons. Nothing contained in this Trust Agreement shall require the Trustee to risk or expend its own funds in the performance of its duties hereunder. In the acceptance and performance of its duties hereunder, the Trustee acts solely as trustee of the Trust and not in its individual capacity, and all persons, other than Bank, Grantor, or Beneficiary having any claim against the Trustee related to this Indenture Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the use and application of money received by any paying agentpayment 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, certificate, consent, opinion, notice, request, requisition, 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, 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 City or the CityAuthority, with regard to legal questions, 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 Bonds or Bonds, the Lease AgreementFacility Lease, the Site Lease, or of the assignment made to it by the Assignment Agreement, or for statements made in any the preliminary or final official statement relating to the Bonds, Bonds or of the title to or value of the Leased Property. The Trustee shall not be 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 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 Event of Default by the City, the Authority or by the Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding. Whenever in the administration of its rights and obligations hereunder 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 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority City or the CityAuthority, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 default 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 in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct or negligence. The Trustee shall not be deemed liable with respect to have knowledge any action taken or omitted to be taken by it in accordance with the direction of an event of default unless it has actual knowledge thereof. 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 not less than a majority (or other percentage provided for herein) in aggregate principal amount of the Bonds then Outstandingat the time Outstanding relating to the exercise of any right or remedy available to the Trustee hereunder. The Trustee makes no representation or warranty, provided that 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 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 have 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 not in its individual or personal capacity, and all persons, including without limitation, the Owners, the City and the Authority, having any claim against the Trustee shall look only to the funds and accounts held by the Trustee hereunder for payment, except as otherwise specifically provided herein. Under no duty to take such action unless it has been indemnified to circumstances shall the Trustee be liable in 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of individual capacity for the obligations evidenced by the Bonds. All indemnifications The recitals of facts, covenants and releases from liability granted agreements herein to and in the Trustee Bonds shall extend to the directorsbe taken as statements, officers, employees covenants and agents agreements of the Trustee. The permissive right of City or the Trustee to do things enumerated in this Indenture shall not be construed Authority, as a dutythe case may be, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have assumes no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any correctness of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agentsame.

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 under no obligation bound to exercise 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 rights or powers vested in it by this Indenture at the request or direction ownership of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners Certificate shall have offered be furnished to the Trustee security or indemnity, reasonably satisfactory to and such ownership is recorded in the Trustee, against the reasonable costs, expenses and liabilities which might ’s books required to be incurred by it in compliance with such request or directionmaintained 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 City, Trustee with regard to legal questions, 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder duties under 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 Written Certificate certificate of the City Corporation or a Written Certificate of the Authority, 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds 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 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 Authority District or the CityCorporation, and may act as agentdepositary, depository trustee, or trustee agent for any committee or body of Owners of Certificates or of owners of obligations of the Authority Corporation or the City District 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 the duties required of it hereunder by or through attorneys, agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations duties 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 default or misconduct of any such attorney, agent or receiver, the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made receiver selected by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent factswith reasonable care. The Trustee shall not be answerable for the exercise of any trusts or powers 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. The recitals, statements and representations by the District or 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 read into this Agreement against the Trustee. No provision in this Agreement shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity reasonably satisfactory to it against such risk or liability is not assured to it. The Trustee 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 an event any Event of default Default hereunder or under the Installment Purchase Agreement unless it and until a responsible officer at its corporate trust office at the address set forth in Section 11.11 has actual knowledge thereof or has received written notice thereof. 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 that the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower District, or the Corporation or any other party of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by funds which the Trustee has released in accordance with the provisions terms of this Indenture Agreement. The Trustee shall have no responsibility with respect to any information, statement, or for recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the use Certificates. Before taking any action under Article VII hereof the Trustee may require indemnity satisfactory to the Trustee be furnished from any and application of money received by all expenses and to protect it against any paying agent.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, certificate, consent, notice, request, requisition, 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 City, with regard to legal questions, 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 Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property. Whenever in the administration of its rights and obligations hereunder 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 in a commercially reasonable manner 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 trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct misconduct, negligence or negligencebreach of an obligation hereunder. The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof. 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 that the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.

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 CityParticipants, with regard to legal questionsquestions 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 Bonds or payments on the Lease AgreementDistrict 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 Assignment 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 statements made taking any action on them (except as specifically and expressly stated for the Trustee in any preliminary or final official statement relating to the Bonds, or of the title to the Propertythis Indenture). Whenever in the administration 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 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 deems may seem reasonable. The Trustee and its officers and employees may buy, sell, own, hold and deal in any of the Bonds Authority Notes and may join in any action which any Owner may be entitled to take with like effect as if the Trustee 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 Authority or the CityParticipants, and may act as agent, depository depositary or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City Participants 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 in a commercially reasonable manner 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 trusts of its rights hereunder or powers 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. The Absent negligence or willful misconduct, the Trustee shall not be deemed liable for an error of judgment. No provision hereof shall require the Trustee to have knowledge expend or risk its own funds or otherwise incur any financial or other liability or risk in the performance of an event any of default unless 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 has actual knowledge thereof. The Trustee may, on behalf of the Owners, intervene in any judicial proceeding be furnished for all expenses to which the Authority or the City is a party it may be put and whichto protect it, 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 that the Trustee shall 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trusteefrom all liability thereunder. The permissive right Trustee may execute any of the Trustee to do things enumerated in this Indenture shall not be construed as a dutyits trusts or other powers or perform its duties through attorneys, and the Trustee shall not be answerable for other than its negligence agents or willful defaultreceivers. The Trustee shall have no responsibility or liability with respect to any information, statements statement or recitals 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 shall not be accountable for the use or application by the Borrower of any Series of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agentAuthority Notes.

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, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe By way of supplement 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 City, with regard to legal questions, 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 law for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement time being relating to the Bondstrustees, or of the title to the Property. Whenever in the administration of its rights it is expressly declared and obligations hereunder 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 agreed as follows: (unless other evidence in respect thereof be herein specifically prescribeda) 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 it deems reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if 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 Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the 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 in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for or by reason of: (i) any error failure or defect of judgment made by it title to, or encumbrance upon, the Collateral; or (ii) any failure of or defect in good faith unless it shall be proved that the Trustee was negligent in ascertaining registration or filing of or renewal of the pertinent facts. Security Interest. (b) The Trustee shall not be answerable liable for or by reason of any statements of fact or recitals in this Indenture or in the Debentures (except in the certificate of the Trustee thereon) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Obligors. (c) Nothing herein contained shall impose any obligation on the Trustee to see or to require evidence of the registration, renewal or filing of the Indenture, the Security Interest, or to procure any further, other or additional instrument of further assurance, or to do any other act for the continuance of the Security Interest or for giving notice of the existence of the Security Interest for extending or supplementing the same. (d) In the exercise of its rights and duties hereunder: (i) the Trustee may permit and suffer and shall be protected in permitting and suffering in good faith the Obligors, their successors or assigns, to retain or be in possession of any trusts part of the Collateral and to use and enjoy the same unless otherwise expressly provided herein, provided that the Trustee, when so acting, shall not be or powers hereunder become responsible or liable for anything whatsoever any destruction, deterioration, loss, injury or damage which may be done or occur to the Collateral by the Obligors, their servants or by any other Person; and (ii) the Trustee shall not incur any liability or be in connection with any way responsible for the funds established hereunderconsequence of any breach on the part of the Obligors of any of the Obligors’ covenants herein contained or of any acts of the directors, except only for its own willful misconduct officers, employees, agents or negligence. servants of either Obligor. (e) The Trustee shall not be deemed bound to have knowledge give notice to any Person or Persons of the execution hereof or of the Security Interest or in any way to interfere with the conduct of an event of default Obligor’s business, unless it has actual knowledge thereof. and until the Security Interest shall have become enforceable and the Trustee shall have determined or become bound to enforce the same. (f) The Trustee mayshall not, on behalf nor shall its agents or attorneys be, liable by reason of an entry into possession of the Owners, intervene Collateral or any part thereof to account as mortgagee in possession or for anything except actual receipts or be liable for any judicial proceeding loss on realization or for any default or omission for which a mortgagee in possession might be liable save such as may be caused by its own gross negligence or wilful misconduct. (g) Each Obligor hereby agrees to which the Authority or the City is a party indemnify and which, in the opinion of hold harmless the Trustee and its counselofficers, affects directors, employees, trustees, agents, representatives, successors and assigns from and against any liability, loss, claim, action, demand, cost and expense, including legal fees and disbursements of whatever kind or nature (collectively “Liabilities”), which may be asserted against the Bonds Trustee or the security therefor, and shall do so if requested in writing by the Owners which it may suffer or incur as a result of at least 5% or arising from or out of the aggregate principal amount performance of Bonds then Outstandingits duties and obligations under this Indenture, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Trustee; provided that the Obligors shall not be required to indemnify the Trustee shall have no duty to take in the event that 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 its fees and expenses shall survive its resignation or removal and final payment or defeasance liabilities are a result of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents gross negligence or wilful misconduct of the Trustee. The permissive right Without limiting the generality of the foregoing, the obligation to indemnify, defend and save harmless in accordance herewith shall apply in respect of Liabilities suffered by, imposed upon, incurred in any way connected with or arising from, directly or indirectly, any environmental laws. It is understood and agreed that this provision shall survive the resignation or removal of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof termination or for the use or application of any money paid over by the Trustee in accordance with the provisions discharge of this Indenture or for the use and application of money received by any paying agentIndenture.

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, certificate, consent, notice, request, requisition, 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 CityCommunity College Districts, with regard to legal questionsquestions 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 Bonds or payments on the Lease AgreementNotes, or of the assignment made to it of all rights to receive the payments on the Notes and shall not be deemed to have knowledge of any Event of Default unless and until it shall have actual knowledge thereof or have received written notice thereof at its principal corporate trust office in Costa Mesa, California. The Trustee shall not be accountable for the use or application by the Assignment Community College Districts, or any other party, of any funds which the Trustee properly releases to the Community College Districts or which the 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 the Trust Agreement, any Note Participation, any Note, any Note Resolution, or of any other paper or document, or for statements made taking any action on them (except as specifically and expressly stated for the Trustee in any preliminary or final official statement relating to the BondsTrust Agreement), or with respect to any obligation of the title to the PropertyCommunity College Districts. Whenever in the administration observance or performance of its rights and obligations hereunder or under the 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 Written Certificate of the City or a Written 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds Note Participations and may join in any action which any Owner may be entitled to take with like effect as if the Trustee 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 Authority or the CityCommunity College Districts, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City Community College Districts 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 in a commercially reasonable manner 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 trusts of its rights hereunder or powers 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. The 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 the Trustee may require that indemnity satisfactory to it be deemed furnished for all expenses to have knowledge of an event of default unless which it has actual knowledge thereofmay be put and to protect it from all liability thereunder. The Community College Districts will indemnify the Trustee may, for any liability incurred by the Trustee as a result of the Trustee executing the Representation Letter 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 that the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such actionCommunity College Districts. The Community College Districts agree to indemnify and hold the Trustee’s rights to immunities and protection from liability hereunder and , its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the officers, directors, officers, employees and agents harmless from and against any loss, liability, cost, expense or claim whatsoever which it may incur without negligence or willful misconduct on the Trustee’s part, arising out of the Trustee. The permissive right acceptance of the duties of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, hereunder and the Trustee shall not be answerable for other than administration thereof or in the exercise or performance of its negligence or willful defaultpowers and duties hereunder, including without limitation those of its attorneys, including 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 or liability with respect to any informationinformation statement, statements recital or recitals in the content of any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the issuance of these BondsNotes and Note Participations. The Trustee shall not be accountable for liable with respect to any action taken or not taken by it at the use or application by direction of the Borrower Owners of a majority in aggregate principal amount of the Note Participations outstanding relating to the exercise of any of right or remedy available to the Bonds Trustee or the proceeds thereof or for the use or application exercise of any money paid over 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 in accordance with shall be made solely from funds held by the provisions of Trustee under this Indenture or for the use and application of money received by any paying agentTrust 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, certificate, consent, notice, request, requisition, 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 CityLocal Agencies, with regard to legal questionsquestions 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 Bonds or payments on the Lease AgreementNotes, or of the assignment made to it of all rights to receive the payments on the Notes and shall not be deemed to have knowledge of any Event of Default unless and until it shall have actual knowledge thereof or have received written notice thereof at its principal corporate trust office in Costa Mesa, California. The Trustee shall not be accountable for the use or application by the Assignment Local Agencies, or any other party, of any funds which the Trustee properly releases to the Local Agencies or which the 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 the Trust Agreement, any Note Participation, any Note, any Note Resolution, or of any other paper or document, or for statements made taking any action on them (except as specifically and expressly stated for the Trustee in any preliminary or final official statement relating to the BondsTrust Agreement), or with respect to any obligation of the title to the PropertyLocal Agencies. Whenever in the administration observance or performance of its rights and obligations hereunder or under the 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 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 deems may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Bonds Note Participations and may join in any action which any Owner may be entitled to take with like effect as if the Trustee 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 Authority or the CityLocal Agencies, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City Local Agencies 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 in a commercially reasonable manner 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 trusts of its rights hereunder or powers 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. The 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 the Trustee may require that indemnity satisfactory to it be deemed furnished for all expenses to have knowledge of an event of default unless which it has actual knowledge thereofmay be put and to protect it from all liability thereunder. The Local Agencies will indemnify the Trustee may, for any liability incurred by the Trustee as a result of the Trustee executing the Representation Letter 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 that the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such actionLocal Agencies. The Local Agencies agree to indemnify and hold the Trustee’s rights to immunities and protection from liability hereunder and , its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds. All indemnifications and releases from liability granted herein to the Trustee shall extend to the officers, directors, officers, employees and agents harmless from and against any loss, liability, cost, expense or claim whatsoever which it may incur without negligence or willful misconduct on the Trustee’s part, arising out of the Trustee. The permissive right acceptance of the duties of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, hereunder and the Trustee shall not be answerable for other than administration thereof or in the exercise or performance of its negligence or willful defaultpowers and duties hereunder, including without limitation those of its attorneys, including 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 or liability with respect to any informationinformation statement, statements recital or recitals in the content of any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the issuance of these BondsNotes and Note Participations. The Trustee shall not be accountable for liable with respect to any action taken or not taken by it at the use or application by direction of the Borrower Owners of a majority in aggregate principal amount of the Note Participations outstanding relating to the exercise of any of right or remedy available to the Bonds Trustee or the proceeds thereof or for the use or application exercise of any money paid over 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 in accordance with shall be made solely from funds held by the provisions of Trustee under this Indenture or for the use and application of money received by any paying agentTrust Agreement.