Common use of Responsibility Clause in Contracts

Responsibility. The Authority shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may be the Trustee's counsel, counsel for any party the Authority, the Company or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement hereunder and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action under this Agreement, or action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The duties of the Trustee are those expressly set forth in this Agreement, and no additional duties shall be implied. When any payment, consent or other action by the Authority it is called for by this Agreementhereby, the Authority it may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person person, firm, or entity corporation, except by its own directors, officers officers, and employees. No recourse shall be had by the Company, the Trustee Authority or any Bondowner for any claim based on this Agreement or the Bonds any Bond against any director, officer, employee employee, or agent of the Authority Trustee alleging personal liability on the part of such person, unless such claim is based upon the bad faith, negligence, fraud or deceit of such person. No covenant, obligation The Trustee has no responsibility for the validity or agreement sufficiency of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of the Bonds or any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofsecurity therefor.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may be the Trustee's counsel, counsel for any party the Authority, the Company or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement hereunder and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action under this Agreement, or action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The duties of the Trustee are those expressly set forth in this Agreement, and no additional duties shall be implied. When any payment, consent or other action by the Authority it is called for by this Agreementhereby, the Authority it may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person person, firm, or entity Company, except by its own directors, officers officers, and employees. No recourse shall be had by the Company, the Trustee Authority or any Bondowner for any claim based on this Agreement or the Bonds any Bond against any director, officer, employee employee, or agent of the Authority Trustee alleging personal liability on the part of such person, unless such claim is based upon the bad faith, negligence, fraud or deceit of such person. No covenant, obligation The Trustee has no responsibility for the validity or agreement sufficiency of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of the Bonds or any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofsecurity therefor.

Responsibility. The Authority Issuer and its officers, directors, employees and agents shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority They may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement or the Indenture and reasonably believed by it to be genuine. The Authority No such person shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or the Indenture or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this AgreementAgreement or the Indenture, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the “prime rate” of the Trustee, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder or under the Indenture, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Company under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the Company, the Trustee or any Bondowner Bondholder for any claim based on this Agreement or Agreement, the Indenture, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement or the Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Without limiting the generality of the foregoing, the Company acknowledges that in the event of an examination, inquiry or related action by the Internal Revenue Service with respect to the Bonds or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the Issuer may be treated as the responsible party, and the Company agrees to respond promptly and thoroughly to the satisfaction of the Issuer to such examination, inquiry or related action on behalf of and at the direction of the Issuer. The Company further agrees to pay all costs of counsel selected by the Issuer to represent the Issuer in connection with such examination, inquiry or related action. The Company shall indemnify and hold harmless the Issuer against any and all costs, losses, claims, penalties, damages or liability of or resulting from such examination, inquiry or related action by the Internal Revenue Service, including any settlement thereof by the Issuer.

Responsibility. The Authority It is expressly understood and agreed that the obligations of each Agent under the Loan Papers are only those expressly set forth in the Loan Papers and that each Agent shall be entitled to assume that no Event of Default or event which, with the advice giving of counsel (who may be counsel for notice or lapse of time, or both, would constitute an Event of Default has occurred and is continuing, unless such Agent has actual knowledge of such fact or has received notice from a Bank that such Bank considers that an Event of Default or such event has occurred and is continuing and specifying the nature thereof. Neither Agent nor any party of its directors, officers or for any Bondowner) and employees shall be wholly protected as to liable for any action taken or omitted to be taken by it under or in good faith connection with the Loan Papers, except for its own gross negligence or willful misconduct. Neither Agent shall incur any liability under or in reliance on such advice. The Authority may rely conclusively on respect of any of the Loan Papers by acting upon any notice, certificate consent, certificate, warranty or other document furnished to it under this Agreement and paper or instrument reasonably believed by it to be genuinegenuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be reasonably necessary or desirable under the circumstances. The Authority relationship between each Agent and each Bank is only that of agent and principal and has no fiduciary aspects, and each Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Loan Agreement or elsewhere contained shall be construed to impose on any Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, neither any Agent assumes and shall not be liable for deemed to have assumed, and hereby expressly disclaims, any action taken by it in good faith and reasonably believed by it to be within the discretion obligation or power conferred upon itresponsibility toward or any relationship of agency or trust with or for, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant Company. As to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called matters not expressly provided for by this Loan Agreement, the Authority may defer such action pending such investigation neither Agent shall be required to exercise any discretion or inquiry or receipt of such evidencetake any action, if any, as it may require in support thereof. A permissive right or power but shall be required to act shall not be construed as a requirement or to act, refrain from acting (and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by fully protected in so acting or refraining from acting) upon the Companyinstructions of Majority Banks and such instructions shall be binding upon all Banks and all holders of Notes; provided, the Trustee or however, that neither Agent shall be required to take any Bondowner for any claim based on action which is contrary to this Loan Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofapplicable law.

Responsibility. The Authority shall be entitled to the advice of counsel (who may be counsel for any party party, for the Bank, the Paying Agent or the Remarketing Agent, or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. (a) The Authority duties and responsibilities of the Escrow Agent shall be entitled limited to those expressly set forth in this Agreement. No implied duties of the advice Escrow Agent shall be read into this Agreement. The Escrow Agent shall have no duty to determine the performance or non-performance of counsel any term, covenant or condition of the Asset Purchase Agreement or any other contract or agreement between the Purchaser and the Seller. (who may b) The Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. (c) If any property subject hereto is at any time attached, garnished, or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be counsel for stayed or enjoined by any court order, or in case any order, judgment, or decree shall be made or entered by any court affecting such property or any party hereto, then and in any of such events the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or for decree as it is so advised by legal counsel of its own choosing, and if it complies with any Bondowner) and shall be wholly protected as to any action taken such order, writ, judgment or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to decree it under this Agreement and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction party hereto or instruction by which it is governed under this Agreement to any other person, firm or omitted to be taken by it corporation by reason of the lack of direction such compliance even though such order, writ, judgment or instruction required for such action under this Agreementdecree may be subsequently reversed, modified, annulled, set aside, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofvacated.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate communication or other document furnished to it the Issuer under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action action; (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or ; (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or power, or powers conferred upon it; (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement Agreement; or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any Person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A The Issuer shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense of liability to be incurred thereby. The Issuer shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the "base rate" of the Trustee, as announced from time to time, in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such Person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such personPerson. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person Person executing a Bond the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. (a) The Authority Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be entitled required to the advice of counsel act or refrain from acting (who may be counsel for any party or for any Bondowner) and shall be wholly fully protected in so acting or refraining from acting) upon the written direction of the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent or any of its Affiliates to liability or that is contrary to any action taken Loan Document or omitted to be taken in good faith in reliance on such advice. Applicable Law. (b) The Authority may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.12) or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Event of Default or the event or events that give or may give rise to any Event of Default unless and reasonably believed by it until the Borrower or any Lender shall have given notice to the Agent describing such Event of Default and such event or events. (c) Neither the Agent nor any member of the Agent’s Group shall be within the discretion responsible for or power conferred upon ithave any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under connection with this Agreement or omitted to be taken by it by reason any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the lack information contained therein, (iii) the performance or observance of direction any of the covenants, agreements or instruction required for such action under other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or be responsible for any other agreement, instrument or document or the consequences perfection or priority of any error lien or security interest created or purported to be created hereby or (v) the satisfaction of judgment reasonably made by it. When any paymentcondition set forth in Article 7 or elsewhere herein, consent or other action by than (but subject to the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or foregoing clause (ii)) to confirm receipt of such evidence, if any, as it may require items expressly required to be delivered to the Agent. (d) Nothing in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner for any claim based on this Agreement or any other Loan Document shall require the Bonds against Agent or any director, officer, employee of its Related Parties to carry out any “know your customer” or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained other checks in this Agreement shall be deemed relation to be a covenant, obligation or agreement any Person on behalf of any present Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or future director, officer, employee or agent any of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofits Related Parties.

Responsibility. The Authority shall be entitled to the advice of counsel (who may also be counsel for any party the Company or for any Bondownerthe Trustee) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under this the Loan Agreement or the Indenture and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, it or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, as the case may be, or taken by it pursuant to any direction or instruction by which it is governed under this the Loan Agreement or the Indenture or omitted to be taken by it by reason of the lack of direction or instruction required under the Loan Agreement or the Indenture for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreementthe Loan Agreement or the Indenture, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a right or power shall affect the subsequent exercise thereofof that right or power. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm or entity corporation except by its own directors, officers members, officers, agents and employees. No recourse shall be had by the Company, the Trustee or the holder of any Bondowner Bond for any claim based on this Agreement the Loan Agreement, the Indenture or the Bonds against any directormember, officer, agent or employee or agent of the Authority unless such claim is based upon the bad faithwillful dishonesty of, fraud or deceit intentional violation of law by, such person. No covenant, obligation or agreement of the Authority contained in this the Loan Agreement or the Indenture shall be deemed to be a covenant, obligation or agreement of any present or future director, member, officer, employee or agent of the Authority in his individual capacity, and no person any member, officer or employee of the Authority executing a Bond shall not be liable personally thereon on the Bond or be subject to any personal liability or accountability by reason of the issuance issue thereof. The Authority shall be entitled to the benefits of Section 23 of the Indenture in respect of actions taken or omitted to be taken by it under this Twelfth Supplemental Loan Agreement.

Responsibility. (a) In the performance of its duties under this Agreement, the Bank shall exercise reasonable care and diligence. The Authority Bank shall be entitled liable to the advice Trust for the benefit of counsel (who may be counsel the Series for any party loss or for damage to the Series resulting from any Bondownernegligence, misfeasance or misconduct of the Bank or any of its sub-custodians or agents, or of any of the Bank's or any agent's employees in the performance of the Bank's duties under this Agreement. (b) Except as otherwise provided herein, the Bank shall not incur liability to anyone and shall be wholly indemnified and held harmless by the Trust and the Series from and against all liability, claims, demands, actions, suits, costs or expenses (including the fees of its counsel) for anything done or suffered by the Bank in good faith in accordance with an order of the Trust or pursuant to the terms of this Agreement. The Bank may apply for and obtain the advice and opinion of counsel to the Trust or its own counsel with respect to questions of law and shall be fully protected as with respect to anything done or omitted by it in good faith in conformity with such advice or opinion. The Bank shall be protected in any action taken or omitted to be taken in good faith by it in reliance on such advice. The Authority may rely conclusively on upon any order, notice, request, certificate or other document furnished to it under this Agreement and instrument reasonably believed by it to be genuine. . (c) The Authority Bank shall be under no duty or obligation to inquire into and shall not be liable for: (i) The validity of the issue of any securities purchased by or for the Trust or any action taken Series, the legality of the purchases thereof or the propriety of the amount paid therefor; (ii) The legality of any sale of any securities by it in good faith and reasonably believed by it or for the Trust or any Series or on the propriety of the amount for which the same are sold; (iii) The legality of an issue or sale of any shares of the Trust or any Series or the sufficiency of the amount to be within received therefor; (iv) The legality of the discretion repurchase of any shares of the Trust or power conferred upon it, any Series or in good faith omitted the propriety of the amount to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason paid therefor; (v) The legality of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences declaration of any error of judgment reasonably made by it. When any payment, consent or other action dividend by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee Trust or any Bondowner for any claim based on this Agreement Series or the Bonds against any director, officer, employee or agent legality of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.issue of

Responsibility. The Authority It is expressly understood and agreed that the -------------- obligations of each Agent under the Loan Papers are only those expressly set forth in the Loan Papers and that each Agent shall be entitled to assume that no Event of Default or event which, with the advice giving of counsel (who may be counsel for notice or lapse of time, or both, would constitute an Event of Default has occurred and is continuing, unless such Agent has actual knowledge of such fact or has received notice from a Bank that such Bank considers that an Event of Default or such event has occurred and is continuing and specifying the nature thereof. Neither Agent nor any party of its directors, officers or for any Bondowner) and employees shall be wholly protected as to liable for any action taken or omitted to be taken by it under or in good faith connection with the Loan Papers, except for its own gross negligence or willful misconduct. Neither Agent shall incur any liability under or in reliance on such advice. The Authority may rely conclusively on respect of any of the Loan Papers by acting upon any notice, certificate consent, certificate, warranty or other document furnished to it under this Agreement and paper or instrument reasonably believed by it to be genuinegenuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be reasonably necessary or desirable under the circumstances. The Authority relationship between each Agent and each Bank is only that of agent and principal and has no fiduciary aspects, and each Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Loan Agreement or elsewhere contained shall be construed to impose on any Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, neither any Agent assumes and shall not be liable for deemed to have assumed, and hereby expressly disclaims, any action taken by it in good faith and reasonably believed by it to be within the discretion obligation or power conferred upon itresponsibility toward or any relationship of agency or trust with or for, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant Company. As to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called matters not expressly provided for by this Loan Agreement, the Authority may defer such action pending such investigation neither Agent shall be required to exercise any discretion or inquiry or receipt of such evidencetake any action, if any, as it may require in support thereof. A permissive right or power but shall be required to act shall not be construed as a requirement or to act, refrain from acting (and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by fully protected in so acting or refraining from acting) upon the Companyinstructions of Majority Banks and such instructions shall be binding upon all Banks and all holders of Notes; provided, the Trustee or -------- however, that neither Agent shall be required to take any Bondowner for any claim based on action which is ------- contrary to this Loan Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofapplicable law.

Responsibility. The Authority shall be entitled to the advice of counsel (who may also be counsel for any party the Company or for any Bondownerthe Trustee) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under this the Loan Agreement or the Indenture and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, it or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, as the case may be, or taken by it pursuant to any direction or instruction by which it is governed under this the Loan Agreement or the Indenture or omitted to be taken by it by reason of the lack of direction or instruction required under the Loan Agreement or the Indenture for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreementthe Loan Agreement or the Indenture, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a right or power shall affect the subsequent exercise thereofof that right or power. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm or entity corporation except by its own directors, officers members, officers, agents and employees. No recourse shall be had by the Company, the Trustee or the holder of any Bondowner Bond for any claim based on this Agreement the Loan Agreement, the Indenture or the Bonds against any directormember, officer, agent or employee or agent of the Authority unless such claim is based upon the bad faithwillful dishonesty of, fraud or deceit intentional violation of law by, such person. No covenant, obligation or agreement of the Authority contained in this the Loan Agreement or the Indenture shall be deemed to be a covenant, obligation or agreement of any present or future director, member, officer, employee or agent of the Authority in his individual capacity, and no person any member, officer or employee of the Authority executing a Bond shall not be liable personally thereon on the Bond or be subject to any personal liability or accountability by reason of the issuance issue thereof. The Authority shall be entitled to the benefits of Section 23 of the Indenture in respect of actions taken or omitted to be taken by it under this Seventh Supplemental Loan Agreement.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party party, for the Paying Agent or the Remarketing Agent, or for any BondownerBondholder) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate or other document furnished to it under this Agreement Indenture and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement Indenture or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this AgreementIndenture, unless such actions were taken or omitted to be taken as a result of the Issuer's willful misconduct or gross negligence, and the Issuer shall not be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority Issuer is called for by this AgreementIndenture, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner Bondholder for any claim based on this Agreement Indenture or the Bonds against any director, officer, employee or agent of the Authority Issuer unless such claim is based upon the wilful misconduct, bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority Issuer contained in this Agreement Indenture shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate communication or other document furnished to it under this Indenture or the Agreement and reasonably believed by it to be genuine. The Authority shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Indenture and the Agreement or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. It shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, officers and employees. When any payment, consent or other action by the Authority is called for by this Indenture and the Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the "base rate" of the Trustee, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Company under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the Company, the Trustee or any Bondowner Bondholder for any claim based on this Agreement or Indenture and the Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority contained in this Indenture and the Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Agency and its officers, directors, employees and agents shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority They may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority No such Person shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon itsuch Person, or (ii) in good faith omitted to be taken by it and because such Person reasonably believed such action to be beyond such the discretion or powerpowers conferred upon such Person, or (iii) taken by it pursuant to any direction or instruction by which it such Person is governed under this Agreement Agreement, or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall such Person be responsible for the consequences of any error of judgment reasonably made by itsuch Person. The Agency shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any Person except its own directors, officers and employees. When any payment, consent or other action by the Authority Agency is called for by this Agreement, the Authority Agency may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the “prime rate” of the Bank, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Agency shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Bondowner. No recourse shall be had by the Company, Borrower or the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Agency alleging personal liability on the part of such Person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such personPerson. No covenant, stipulation, obligation or agreement of the Authority Agency contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Agency in his or her individual capacity, and no person Person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Without limiting the generality of the foregoing, the Borrower acknowledges that in the event of an examination, inquiry or related action by the Internal Revenue Service with respect to the Bonds or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the Agency may be treated as the responsible party, and the Borrower agrees to respond promptly and thoroughly to the satisfaction of the Agency to such examination, inquiry or related action on behalf of and at the direction of the Agency. The Borrower further agrees to pay all costs of counsel selected by the Agency to represent the Agency in connection with such examination, inquiry or related action. The Borrower shall indemnify and hold harmless the Agency against any and all costs, losses, claims, penalties, damages or liability of or resulting from such examination, inquiry or related action by the Internal Revenue Service, including any settlement thereof by the Agency.

Responsibility. (a) In the performance of its duties under this Agreement, the Bank shall exercise reasonable care and diligence. The Authority Bank shall be entitled liable to the advice Trust for the benefit of counsel (who may be counsel the Series for any party loss or for damage to the Series resulting from any Bondownernegligence, misfeasance or misconduct of the Bank or any of its sub-custodians or agents, or of any of the Bank's or any agent's employees in the performance of the Bank's duties under this Agreement. (b) Except as otherwise provided herein, the Bank shall not incur liability to anyone and shall be wholly indemnified and held harmless by the Trust and the Series from and against all liability, claims, demands, actions, suits, costs or expenses (including the fees of its counsel) for anything done or suffered by the Bank in good faith in accordance with an order of the Trust or pursuant to the terms of this Agreement. The Bank may apply for and obtain the advice and opinion of counsel to the Trust or its own counsel with respect to questions of law and shall be fully protected as with respect to anything done or omitted by it in good faith in conformity with such advice or opinion. The Bank shall be protected in any action taken or omitted to be taken in good faith by it in reliance on such advice. The Authority may rely conclusively on upon any order, notice, request, certificate or other document furnished to it under this Agreement and instrument reasonably believed by it to be genuine. . (c) The Authority Bank shall be under no duty or obligation to inquire into and shall not be liable for: (i) The validity of the issue of any securities purchased by or for the Trust or any action taken Series, the legality of the purchases thereof or the propriety of the amount paid therefor; (ii) The legality of any sale of any securities by it in good faith and reasonably believed by it or for the Trust or any Series or on the propriety of the amount for which the same are sold; (iii) The legality of an issue or sale of any shares of the Trust or any Series or the sufficiency of the amount to be within received therefor; (iv) The legality of the discretion repurchase of any shares of the Trust or power conferred upon any Series or the propriety of the amount to be paid therefor; (v) The legality of the declaration of any dividend by the Trust or any Series or the legality of the issue of any securities held by the Trust or any Series as a payment in kind of such dividend; (vi) Any property or moneys of the Trust or any Series unless and until received by it, and any such property or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion moneys delivered or power, or taken paid by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act terms hereof. (d) The Bank shall not be construed as a requirement under any duty or obligation to act, and no delay in ascertain whether any securities at any time delivered to or held by it for the exercise account of a right Series are such as may properly be held by a Series under the provisions of the Trust's Instrument or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application Bylaws, any federal or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee state statutes or any Bondowner for any claim based on this Agreement rule or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement regulation of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofgovernmental agency.

Responsibility. The Authority Agency shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Agency may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Agency shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the the, consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority Agency is called for by this Agreement, the Authority Agency may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Agency shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employeesofficers, employees or agents. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority Agency unless such claim is based upon the bad faithwillful dishonesty, fraud intentional misconduct or deceit intentional violation of law of such person. No covenant, obligation or agreement of the Authority Agency contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority Agency in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority and its officers, directors, employees, agents and attorneys shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority They may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement Agreement, the Indenture or other Financing Documents and reasonably believed in good faith by it them to be genuine. The Authority No such person shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or the Indenture, or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, members, officers and employees. When any payment, consent or other action by the Authority is called for by this Agreement, the Indenture or the other Financing Documents, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the “prime rate” of the Trustee, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder or under the Indenture, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Company under this Agreement except when given written notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the Company, the Trustee or any Bondowner Bondholder for any claim based on this Agreement or Agreement, the Indenture, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority contained in this Agreement or the Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future directormember, officer, employee employee, agent or agent attorney of the Authority in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Without limiting the generality of the foregoing, the Company acknowledges that in the event of an examination, inquiry or related action by the Internal Revenue Service with respect to the Bonds or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the Authority may be treated as the responsible party, and the Company agrees to respond promptly and thoroughly to the satisfaction of the Authority to such examination, inquiry or related action on behalf of and at the direction of the Authority. The Company further agrees to pay all costs of counsel selected by the Authority to represent the Authority in connection with such examination, inquiry or related action. The Company shall indemnify and hold harmless the Authority against any and all costs, losses, claims, penalties, damages or liability of or resulting from such examination, inquiry or related action by the Internal Revenue Service, including any settlement thereof by the Authority.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, payment or consent or other action by the Authority Trustee is called for by this AgreementAgreement or the Series VV First Mortgage Bonds, the Authority Trustee may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm or entity corporation except by its own directors, officers officers, agents and employees. No recourse shall be had by the CompanyBorrower, the Trustee Issuer or any Bondowner for any claim based on this Agreement Agreement, the Bonds or the Series VV First Mortgage Bonds against any director, officer, agent or employee or agent of the Authority Trustee unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel -------------- (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. It shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense of liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the "base rate" of the Trustee, as announced from time to time (or, if none, the nearest equivalent), plus 2% per annum, in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. It shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense of liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the Bank Rate, as announced from time to time (or, if none, the nearest equivalent) in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Trustee, prior to the occurrence of an Event of Default of which an Authorized Officer of the Trustee has actual knowledge and after the curing of all such Events of Default which may have occurred, undertakes to perform only such duties as are specifically set forth in this Indenture. The Trustee shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement Indenture and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement Indenture or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, payment or consent or other action by the Authority Trustee is called for by this AgreementIndenture, the Authority Trustee may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm or entity corporation except by its own directors, officers officers, agents and employees. No recourse shall be had by the CompanyIssuer, the Trustee a Credit Facility Provider or any Bondowner for any claim based on this Agreement Indenture, the Bonds, or any agreement securing the Bonds same against any director, officer, agent or employee or agent of the Authority Trustee unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, The Trustee shall be under no obligation or agreement duty to perform any act which would involve it in expense or liability or to institute or defend any action or suit in respect of this Indenture or the Bonds, or to advance any of its own monies, unless furnished with indemnity and security to its satisfaction therefor. All of the Authority contained in provisions of this Agreement shall be deemed Indenture relating to action taken or to be a covenant, obligation taken by the Trustee or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond evidence upon which the Trustee may rely shall be liable personally thereon or be subject to any personal liability or accountability by reason the provisions of this Section 9.02(f). The Trustee shall have no responsibility in respect of the issuance thereofvalidity or sufficiency of this Indenture or the security provided hereunder or the due execution hereof by the Issuer; or in respect of the title or the value of the Prior Project, or in respect of the validity of any Bonds authenticated and delivered by the Trustee in accordance with this Indenture or to see to the recording or filing of the Indenture or any financing statement or any other document or instrument whatsoever. The recitals, statements and representations contained herein and in the Bonds shall be taken and construed as made by and on the part of the Issuer and not by the Trustee, and the Trustee does not assume any responsibility for the correctness of the same; except that the Trustee shall be responsible for its representation contained in its certificate on the Bonds. The obligation hereunder to pay or reimburse the Trustee for expenses, advances, reimbursements and to indemnify and hold harmless the Trustee pursuant to Article IX hereof shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of all obligations under this Indenture. The Trustee shall not be liable or responsible because of the failure of the Issuer to perform any act required of it by this Indenture or the Credit Facility Documents or because of the loss of any monies arising through the insolvency or the act or default or omission of any depositary other than itself in which such monies shall have been deposited. The Trustee shall not be responsible for the application of any of the proceeds of the Bonds or any other monies deposited with it and paid out, invested, withdrawn or transferred in accordance herewith or for any loss resulting from any such investment. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own willful misconduct, gross negligence or bad faith. The immunities and exemptions from liability of the Trustee shall extend to its directors, officers, employees and agents.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. It shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the "base rate" of the Trustee, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel Counsel (who may be counsel Counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate communication or other document furnished to it the Issuer under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or ; (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or power, or powers conferred upon it; (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement Agreement; or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any Person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A The Issuer shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense of liability to be incurred thereby. The Issuer shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the “base rate” of the Trustee, as announced from time to time, in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such Person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such personPerson. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person Person executing a Bond the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Collateral Agent (a) makes no representation or warranty to any Bank and shall not be entitled responsible to any Bank for any oral or written recitals, reports, statements, warranties or representations made in or in connection with this Agreement, or any Note or any Loan Document; (b) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency, collectibility or value of this Agreement, any Note or any Loan Document or any other instrument or document furnished pursuant hereto; (c) may treat the payee of any Note as the owner thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the advice Collateral Agent; (d) may execute any of counsel (who may be counsel for any party Collateral Agent’s duties under this Agreement by or for any Bondowner) through employees, agents and attorneys in fact and shall not be wholly protected as to answerable for the default or misconduct of any such employee, agent or attorney-in-fact selected by Collateral Agent with reasonable care; (e) may (but shall not be required to) consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by Collateral Agent in reliance on accordance with advice of such advice. The Authority may counsel, accountants or experts; or (f) shall be entitled to rely conclusively on upon any notice, certificate consent, waiver, amendment, certificate, affidavit, letter, facsimile, electronic mail, telex, telegram, cable or other document furnished to it under this Agreement and reasonably communication believed by it Collateral Agent to be genuinegenuine and signed or sent by the proper party or parties, and may rely upon statements contained therein without further inquiry or investigation. The Authority Neither Collateral Agent nor any of Collateral Agent’s employees, agents or attorneys shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action them under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner for any claim based on connection with this Agreement or the Bonds against any directorNotes, officerexcept for his, employee its, or agent of the Authority unless such claim is based upon the bad faith, fraud their own gross negligence or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofwillful misconduct.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel -------------- (who may be the Trustee's counsel, counsel for any party the Issuer, the Borrower, the Bank or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement hereunder and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action under this Agreement, or action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The duties of the Trustee are those expressly set forth in this Agreement, and no additional duties shall be implied. When any payment, consent or other action by the Authority it is called for by this Agreementhereby, the Authority it may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person person, firm, or entity corporation, except by its own directors, officers officers, and employees. No recourse shall be had by the CompanyBorrower, the Trustee Issuer or any Bondowner for any claim based on this Agreement or the Bonds any Bond against any director, officer, employee employee, or agent of the Authority Trustee alleging personal liability on the part of such person, unless such claim is based upon the bad faith, final adjudication of fraud or deceit of such person. No covenantThe Trustee has no responsibility for the validity, obligation sufficiency or agreement accuracy of this Agreement, the Authority contained in this Agreement shall be deemed to be a covenantBonds or any security therefor, obligation or agreement of any present offering or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofdisclosure document related thereto.

Responsibility. The Authority Disbursing Agent shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Disbursing Agent may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Disbursing Agent shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority Disbursing Agent is called for by this Agreement, the Authority Disbursing Agent may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Disbursing Agent shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person or entity Person except by its own directors, officers officers, agents and employees. No recourse shall be had by the CompanyBorrower, the Trustee Agency or any Bondowner for any claim based on this Agreement Agreement, the Bonds, or any agreement securing the Bonds same against any director, officer, agent or employee or agent of the Authority Disbursing Agent unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofPerson.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. It shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own directors, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the "base rate" of the Trustee, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Borrower under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or Agreement, the Guaranty, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity entity, except by its own directors, officers and employees. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his <PAGE> 55 individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, Agreement or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, payment or consent or other action by the Authority Trustee is called for by this Agreement, the Authority Trustee may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person or entity except by its own directors, officers and employees. No recourse shall be had by the CompanyBorrower, the Trustee Authority or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority Trustee unless such claim is based upon the bad faith, fraud or deceit of such person. No covenantFor purposes of this Agreement, obligation or agreement of the Authority contained in this Agreement matters shall not be deemed considered to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of known to the Authority Trustee unless they are known to an officer in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofits corporate trust department.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondowner) party, and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee Borrower or any Bondowner Lender for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority Issuer unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his individual capacity, and no person executing a Bond this Agreement shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the CompanyBorrower, the Trustee or any Bondowner for any claim based on this Agreement Agreement, the Bonds or the Series VV First Mortgage Bonds against any director, member, officer, employee or agent of the Authority Issuer unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority Issuer contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, member, officer, employee or agent of the Authority Issuer in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority It is expressly understood and agreed that the -------------- obligations of each Agent under the Loan Papers are only those expressly set forth in the Loan Papers and that each Agent shall be entitled to assume that no Event of Default or event which, with the advice giving of counsel (who may be counsel for notice or lapse of time, or both, would constitute an Event of Default has occurred and is continuing, unless such Agent has actual knowledge of such fact or has received notice from a Bank that such Bank considers that an Event of Default or such event has occurred and is continuing and specifying the nature thereof. Neither Agent nor any party of its directors, officers or for any Bondowner) and employees shall be wholly protected as to liable for any action taken or omitted to be taken by it under or in good faith connection with the Loan Papers, except for its own gross negligence or willful misconduct. Neither Agent shall incur any liability under or in reliance on such advice. The Authority may rely conclusively on respect of any of the Loan Papers by acting upon any notice, certificate consent, certificate, warranty or other document furnished to it under this Agreement and paper or instrument reasonably believed by it to be genuinegenuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be reasonably necessary or desirable under the circumstances. The Authority relationship between each Agent and each Bank is only that of agent and principal and has no fiduciary aspects, and each Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Loan Agreement or elsewhere contained shall be construed to impose on any Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, neither any Agent assumes and shall not be liable for deemed to have assumed, and hereby expressly disclaims, any action taken by it in good faith and reasonably believed by it to be within the discretion obligation or power conferred upon itresponsibility toward or any relationship of agency or trust with or for, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant Company. As to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called matters not expressly provided for by this Loan Agreement, the Authority may defer such action pending such investigation neither Agent shall be required to exercise any discretion or inquiry or receipt of such evidencetake any action, if any, as it may require in support thereof. A permissive right or power but shall be required to act shall not be construed as a requirement or to act, refrain from acting (and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by fully protected in so acting or refraining from acting) upon the Companyinstructions of Majority Banks and such instructions shall be binding upon all Banks and all holders of Notes; provided, the Trustee or however, that -------- ------- neither Agent shall be required to take any Bondowner for any claim based on action which is contrary to this Loan Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofapplicable law.

Responsibility. of Custodian So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Authority Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to the rely on and may act upon advice of counsel (who may be counsel for any party or for any Bondownerthe Fund) on all matters, and shall be wholly protected as to without liability for any action reasonably taken or omitted pursuant to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any noticeNotwithstanding the foregoing, certificate or other document furnished the responsibility of the Custodian with respect to it under this redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and reasonably believed by it the Fund. If the Fund requires the Custodian to be genuine. The Authority shall not be liable for take any action taken by it with respect to securities, which action involves the payment of money or which action may, in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason opinion of the lack of direction or instruction required for such action under this AgreementCustodian, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay result in the exercise of a right Custodian or power shall affect its nominee assigned to the subsequent exercise thereof. The Authority shall in no event be Fund being liable for the application payment of money or misapplication incurring liability of fundssome other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Fund requires the Custodian to advance cash or securities for other acts any purpose or defaults by in the event that the Custodian or its nominee shall incur or be assessed any person taxes, charges, expenses, assessments, claims or entity liabilities in connection with the performance of this Contract, except by such as may arise from its or its nominee's own directorsnegligent action, officers and employees. No recourse negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be had by security therefor and should the CompanyFund fail to repay the Custodian promptly, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement Custodian shall be deemed entitled to be a covenant, obligation or agreement utilize available cash and to dispose of any present or future director, officer, employee or agent of Fund assets to the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject extent necessary to any personal liability or accountability by reason of the issuance thereofobtain reimbursement.

Responsibility. The Authority Issuer shall be entitled to the advice of counsel (who may be counsel for any party parry or for any BondownerBondholder unless an Opinion of Counsel or Opinion of Bond Counsel is required hereunder) and shall be wholly protected as to any action actions taken or omitted to be taken in good faith in reliance on such advice. The Authority Issuer may rely conclusively on any notice, certificate or other document furnished to it under this hereunder or pursuant to the Bond Purchase Agreement and reasonably believed by it to be genuine. The Authority Issuer shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and because it was reasonably believed to be beyond such the discretion or power, power conferred upon it or taken by it pursuant to any direction or instruction by which it is governed under this Agreement hereunder or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementhereunder, or be responsible for the consequences of any error of judgment reasonably made by it. When , and when any payment, consent or other action by the Authority Issuer is called for by this Agreement, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner Bondholder for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority Issuer's directors, officers, counsel, financial advisors or agents unless such claim is based upon the bad faith, fraud willful dishonesty or deceit intentional violation of law of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, payment or consent or other action by the Authority Trustee is called for by this Agreement, the Authority Trustee may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm or entity corporation except by its own directors, officers officers, agents and employees. No recourse shall be had by the CompanyBorrower, the Trustee Issuer or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, agent or employee or agent of the Authority Trustee unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. The Authority Issuer and its members, officers, employees and agents shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority They may rely conclusively on any notice, certificate communication or other document furnished to it under this Agreement or the Indenture and reasonably believed by it to be genuine. The Authority No such person shall not be liable for any action (i) taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or (ii) in good faith omitted to be taken by it and because reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or (iii) taken by it pursuant to any direction or instruction by which it is governed under this Agreement or the Indenture or (iv) omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person except its own members, officers and employees. When any payment, consent or other action by the Authority Issuer is called for by this AgreementAgreement or the Indenture, the Authority Issuer may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A It shall not be required to take any remedial action (other than the giving of notice) unless reasonable indemnity is provided for any expense or liability to be incurred thereby. It shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the “prime rate” of the Trustee, as announced from time to time (or, if none, the nearest equivalent), in the exercise of its rights or the performance of its obligations hereunder or under the Indenture, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act shall not be construed as a requirement to act, ; and no delay in the exercise of a any such right or power shall affect the subsequent exercise thereofof that right or power. The Authority Issuer shall in no event not be liable for required to take notice of any breach or default by the application or misapplication of funds, or for other acts or defaults Company under this Agreement except when given notice thereof by any person or entity except by its own directors, officers and employeesthe Trustee. No recourse shall be had by the Company, the Trustee or any Bondowner Bondholder for any claim based on this Agreement or Agreement, the Indenture, the Bonds or any agreement securing the same against any director, officer, agent or employee or agent of the Authority Issuer alleging personal liability on the part of such person unless such claim is based upon the bad faith, fraud willful dishonesty of or deceit intentional violation of law by such person. No covenant, stipulation, obligation or agreement of the Authority Issuer contained in this Agreement or the Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, officer, employee or agent of the Authority Issuer in his or her individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. Without limiting the generality of the foregoing, the Company acknowledges that in the event of an examination, inquiry or related action by the Internal Revenue Service with respect to the Bonds or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the Issuer may be treated as the responsible party, and the Company agrees to respond promptly and thoroughly to the satisfaction of the Issuer to such examination, inquiry or related action on behalf of and at the direction of the Issuer. The Company further agrees to pay all costs of counsel selected by the Issuer to represent the Issuer in connection with such examination, inquiry or related action. The Company shall indemnify and hold harmless the Issuer against any and all costs, losses, claims, penalties, damages or liability of or resulting from such examination, inquiry or related action by the Internal Revenue Service, including any settlement thereof by the Issuer.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel of its selection (who may be the Trustee's counsel, Bond Counsel, counsel for any party the Issuer, the Borrower or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement hereunder and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power powers conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such the discretion or powerpowers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action under this Agreement, or action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. Whenever, in the administration of this Agreement, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder (other than the giving of notice of a drawing under a Credit Facility), the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate of an officer of the Issuer or a Borrower Representative. The duties of the Trustee are those expressly set forth in this Agreement, and no additional duties shall be implied. When any payment, consent or other action by the Authority it is called for by this Agreementhereby, the Authority it may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm, or entity corporation, except by its own directors, officers officers, and employees. No recourse shall be had by the CompanyBorrower, the Trustee Issuer or any Bondowner for any claim based on this Agreement or the Bonds any Bond against any director, officer, employee employee, or agent of the Authority Trustee alleging personal liability on the part of such person, unless such claim is based upon the bad faith, gross negligence, fraud or deceit of such person. No covenantThe Trustee has no responsibility for the validity or sufficiency of this Agreement or the Bonds or any security therefor or any offering or disclosure document related thereto. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, obligation certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond debenture or agreement other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and during regular business hours, and subject further to the Borrower's safety and confidentiality requirements, to examine the books, records and premises of the Authority contained in this Agreement Issuer or the Borrower personally or by agent or attorney. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be deemed to be a covenant, obligation responsible for any misconduct or agreement negligence on the part of any present agent or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability attorney appointed with due care by reason of the issuance thereofit hereunder.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may may. be counsel for any party or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreement, Agreement or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, payment or consent or other action by the Authority Trustee is called for by this Agreement, the Authority Trustee may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person or entity except by its own directors, officers and employees. No recourse shall be had by the CompanyBorrower, the Trustee Agency or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority Trustee unless such claim is based upon the intentional misconduct, bad faith, fraud or deceit of such person. No covenantFor purposes of this Agreement, obligation or agreement of the Authority contained in this Agreement matters shall not be deemed considered to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of known to the Authority Trustee unless an officer in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance its corporate trust division has actual knowledge thereof.

Responsibility. The Authority Trustee shall be entitled to the advice of counsel (who may be counsel for any party or for any Bondownerparty) and shall not be wholly protected as to liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority Trustee may rely conclusively on any notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Authority Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action under this Agreementaction, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, payment or consent or other action by the Authority Trustee is called for by this Agreement, the Authority Trustee may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority Trustee shall in no event be liable for the application or misapplication of funds, or for other acts or defaults defaults, by any person person, firm or entity corporation except by its own directors, officers officers, agents and employees. No recourse shall be had by the CompanyBorrower, the Trustee Issuer or any Bondowner for any claim based on this Agreement or the Guaranty or the Bonds against any director, officer, agent or employee or agent of the Authority Trustee unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Responsibility. (1) The Authority Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the Holders from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the Holders from time to time as a consequence of performance or non-performance by the Escrow Agent hereunder, except for any gross negligence or willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. (2) No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Mutual Fund Shares held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. (3) The Escrow Agent shall be entitled to the advice rely upon any judicial order or judgment, upon any written opinion of counsel (who or upon any certification, instruction, notice, or other writing delivered to it by the Company in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may be counsel for any party or for any Bondowner) and shall be wholly protected as to any action taken or omitted to be taken in good faith act in reliance on such advice. The Authority may rely conclusively on upon any notice, certificate or other document furnished to it under instrument comporting with the provisions of this Agreement and reasonably or signature believed by it to be genuinegenuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (4) At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Authority Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal, to the extent such action is consistent with its duties and responsibilities under this Agreement, on or after the date specified therein if (i) the specified date is at least five business days after the Company receives the Escrow Agent's request for instructions and its proposed course of action, and (ii) prior to so acting, the Escrow Agent has not received the written instructions requested from the Company. In the event funds transfer instructions are given (other than in writing at the time of the execution of this Agreement), whether in writing, by facsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 5(a)(4) hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The parties to this Agreement acknowledge that such security procedure is commercially reasonable. It is understood that the Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by either of the other parties hereto to identify (i) the beneficiary, (ii) the beneficiary's bank or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrowed Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated by such beneficiary. (5) The Escrow Agent may act pursuant to the written advice of counsel chosen by it with respect to any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 5) shall not be liable for any action taken by it or omitted in good faith and reasonably believed by it accordance with such advice. (6) The Escrow Agent shall not be called upon to be within the discretion advise any party as to selling or power conferred upon itretaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. (7) In the event of any ambiguity in good faith omitted the provisions of this Agreement with respect to any funds or property deposited hereunder, the Escrow Agent shall be taken entitled to refuse to comply with any and all claims, demands or instructions with respect to such funds or property, and the Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by it and a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a writing, reasonably believed satisfactory to be beyond such discretion or powerthe Escrow Agent, or taken by it pursuant the Escrow Agent shall have received security or an indemnity reasonably satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless from and against any direction and all loss, liability or instruction by expense which it is governed under this Agreement or omitted to be taken by it the Escrow Agent may incur by reason of the lack of direction or instruction required for such action under this Agreement, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by this Agreement, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereofits acting. The Authority shall Escrow Agent may in no event be liable for addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the application or misapplication Escrow Agent may deem necessary. (8) No provision of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse shall be had by the Company, the Trustee or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in this Agreement shall be deemed require the Escrow Agent to be a covenant, obligation expend or agreement risk its own funds or otherwise incur any financial liability in the performance of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereofits duties hereunder.