Representations of Trustee Clause Samples

Representations of Trustee. The Trustee represents that: The representations of the Trustee in Section 6.01(a) of the Master Trust Indenture are correct and are affirmed as of the date hereof. The execution, delivery and performance of this First Supplemental Indenture by the Trustee have been duly authorized by the Trustee. Assuming the enforceability of the Master Indenture against the Transportation Enterprise, the Master Indenture is enforceable against the Trustee in accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of the powers delegated to it by the Constitution of the United States. The execution, delivery and performance of the terms of the Master Indenture by the Trustee does not and will not conflict with or result in a violation or a breach of any law or the terms, conditions or provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitute a default under any of the foregoing or, except as specifically provided in the Master Indenture, result in the creation or imposition of a lien or encumbrance whatsoever upon the Trust Estate or any of the property or assets of the Trustee. There is no litigation or proceeding pending or threatened against the Trustee affecting the right of the Trustee to execute, deliver or perform its obligations under the Master Indenture. Except for actions to be taken pursuant to the terms of the Master Trust Indenture and this First Supplemental Indenture, all conditions to the execution and delivery of this First Supplemental Indenture by the Trustee have been satisfied. MISCELLANEOUS

Representations of Trustee. Section 4.01. Representations of Trustee 4 Section 5.01. Authorization by Transportation Enterprise 4 Section 5.02. Interpretation and Construction 5 Section 5.03. Table of Contents, Titles and Headings 5 Section 5.04. Captions 5 Section 5.05. Execution in Counterparts 5 Section 5.06. Ratification 5 APPENDIX A 2023 TIFIA LOAN AGREEMENT 1 FIRST SUPPLEMENTAL TRUST INDENTURE THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this “First Supplemental Indenture”) is dated as of [], 2023 and is entered into by and between the COLORADO HIGH PERFORMANCE TRANSPORTATION ENTERPRISE, a government-owned business within the Colorado Department of Transportation and a division of the Colorado Department of Transportation (the “Transportation Enterprise”), and ZIONS BANCORPORATION, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used herein have the meanings assigned to them in the Glossary attached to the Master Trust Indenture, dated as of [] 1, 2023 (the “Master Trust Indenture”) between the Transportation Enterprise and the Trustee, as such Glossary is amended, supplemented and restated from time-to-time.

Representations of Trustee. I understand that the amounts credited to my Deferral Account remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account. [continued on next page] I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated: ___________

Representations of Trustee. Section 4.01. Representations of Trustee 4 ARTICLE V MISCELLANEOUS Section 5.01. Authorization by Transportation Enterprise 4 Section 5.02. Interpretation and Construction 5 Section 5.03. Table of Contents, Titles and Headings 5 Section 5.04. Captions 5 Section 5.05. Execution in Counterparts 5 Section 5.06. Ratification 5 Supplemental Indenture”) is dated as of March 1, 2017 and is entered into by the Colorado High Performance Transportation Enterprise (the “Transportation Enterprise”) and Zions Bank, a division of ZB, National Association, as trustee (the “Trustee”). Capitalized terms used herein have the meanings assigned to them in the Glossary attached to the Master Trust Indenture of even date herewith (the “Master Trust Indenture”) between the Transportation Enterprise and the Trustee, as such Glossary is amended, supplemented and restated from time-to-time.

Representations of Trustee. To induce (i) the parties to enter into this Agreement and the other Transaction Documents, (ii) the Noteholder and the Equity Investor to make the Loan and Equity Advances to Owner, and (iii) Surety to issue the Surety Bond, Trustee represents and warrants to Noteholder, Surety and Equity Investor that the representations and warranties of Trustee set forth in the Trust Agreement are true, correct and complete as of the date hereof and will be, true, correct and complete as of the Closing Date.

Representations of Trustee. I understand that the amounts credited to my Deferral Account remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account. I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated: TRUSTEE: RECEIVED: AIM Funds By: Date: With respect to the Trustee Deferred Compensation Agreement (the “Agreement”) dated as of December 31, 2008 by and between the undersigned and the AIM Funds, I hereby make the following modifications to my prior deferral elections:

Representations of Trustee. In consideration of the foregoing and to induce the Purchaser to purchase the Series 2012 Certificates, the Trustee hereby represents to the Purchaser that: (a) The Trustee is a state banking corporation duly and legally organized under the laws of the State of Kansas having full power and authority to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating thereto, to execute, deliver and perform its obligations under the Certificate Documents to which it is a party and this Certificate Purchase Agreement and to issue and deliver the Series 2012 Certificates. (b) The Trustee has duly authorized the Certificate Documents to which it is a party, this Certificate Purchase Agreement, the issuance and delivery of the Series 2012 Certificates and all actions necessary or appropriate to carry out the same, and each such document, when executed and delivered by the Trustee, will constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws or equitable principles affecting the enforcement of creditors’ rights generally. (c) The execution, delivery and performance by the Trustee of the Certificate Documents to which it is a party and this Certificate Purchase Agreement, and the issuance and delivery of the Series 2012 Certificates, will not violate or conflict with any provision of the articles of association or charter of the Trustee or any applicable statute (including the Act), or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body to which the Trustee is subject, or conflict with or constitute a breach of or a default under any provision of any indenture, mortgage, deed of trust, agreement or other instrument to which the Trustee is a party or by which it is bound. (d) There is no action, suit, proceeding, investigation or inquiry by or before any court, agency or other governmental or administrative board or body pending or, to the knowledge of the Trustee, threatened challenging or contesting the powers of the Trustee, the authorization of any members, directors, commissioners or officers of the Trustee to act in their respective capacities, the issuance of the Series 2012 Certificates, the validity or enforceability of the Certificate D...