Common use of Acceptance of Trusts; Certain Terms of the Trusts Clause in Contracts

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its successors, hereby accepts the trusts of this Deed of Trust, but only upon the terms herein set forth, including the following: (a) The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee shall be taken as the statements of the Trustor and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. (b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the Trustee shall not be responsible for the acts of any agent or attorney appointed by it in good faith and without negligence. (c) The Trustee may, at the expense of the Trustor, consult with legal counsel to be selected by it, and the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice of counsel. (d) The Trustor will pay to the Trustee from time to time, on demand, compensation for all services rendered hereunder (which shall not be limited to the compensation of trustees of any express trust as provided by law) and also all reasonable expenses, charges, counsel fees and other disbursements and those of its agents and attorneys, made or incurred in the administration of the trusts hereby created and any other duties hereby imposed. The Trustor agrees to indemnify and save harmless the Trustee against and from any liability or damages which it may incur or sustain, in good faith, in the exercise and performance of any of its powers and duties hereunder. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, for the salaries of employees of the Trustor or for nonfullfillment of contracts by the Trustor. (f) The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties or by a person or persons authorized to act on his or their behalf. (g) The Trustee shall not be responsible for the validity or genuineness of any securities, personal property, notes or deeds of trust at any time pledged and deposited hereunder.

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its successors, hereby accepts the trusts of this Deed of Trust, but only upon the terms herein set forth, including the following: (a) The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee shall be taken as the statements of the Trustor and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. (b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the Trustee shall not be responsible for the acts of any agent or attorney appointed by it in good faith and without negligence. (c) The Trustee may, at the expense of the Trustor, consult with legal counsel to be selected by it, and the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice of counsel. (d) The Trustor will pay to the Trustee from time to time, on demand, compensation for all services rendered hereunder (which shall not be limited to the compensation of trustees of any express trust as provided by law) and also all reasonable expenses, charges, counsel fees and other disbursements and those of its agents and attorneys, made or incurred in the administration of the trusts hereby created and any other duties hereby imposed. The Trustor agrees to indemnify and save harmless the Trustee against and from any liability or damages which it may incur or sustain, in good faith, in the exercise and performance of any of its powers and duties hereunder. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, Premises for the salaries of employees of the Trustor or for nonfullfillment nonfulfillment of contracts by the Trustor. (f) The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties or by a person or persons authorized to act on his or their behalf. (g) The Trustee shall not be responsible for the validity or genuineness of any securities, personal property, notes or deeds of trust at any time pledged and deposited hereunder.

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its successors, hereby ▇▇▇▇▇▇ accepts the trusts of this Deed of Trust, but only upon the terms herein set forth, including the following: (a) The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee shall be taken as the statements of the Trustor and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. (b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the Trustee shall not be responsible for the acts of any agent or attorney appointed by it in good faith and without negligence. (c) The Trustee may, at the expense of the Trustor, consult with legal counsel to be selected by it, and the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice of counsel. (d) The Trustor will pay to the Trustee from time to time, on demand, compensation for all services rendered hereunder (which shall not be limited to the compensation of trustees of any express trust as provided by law) and also all reasonable expenses, charges, counsel fees and other disbursements and those of its agents and attorneys, made or incurred in the administration of the trusts hereby created and any other duties hereby imposed. The Trustor agrees to indemnify and save harmless the Trustee against and from any liability or damages which it may incur or sustain, in good faith, in the exercise and performance of any of its powers and duties hereunder. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, for the salaries of employees of the Trustor or for nonfullfillment nonfulfillment of contracts by the Trustor. (f) The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties or by a person or persons authorized to act on his or their behalf. (g) The Trustee shall not be responsible for the validity or genuineness of any securities, personal property, notes or deeds of trust at any time pledged and deposited hereunder.

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its it successors, hereby accepts the trusts of created by this Deed of TrustMaster Trust Agreement and agrees to perform the same, but only upon the terms expressly herein set forth, including the following: (a) A. The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee herein shall be taken as the statements of the Trustor Millstone 1 Owners and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. The Trustee makes no representations as to the value, condition, or validity of the trusts (or any part thereof) to achieve the purposes of this Master Trust Agreement and the trusts created herein, and the Trustee shall incur no liability or responsibility in respect of any of such matters. (b) B. The Trustee shall be under no responsibility or duty with respect to the disposition of any moneys duly paid to the Millstone 1 Owners or their agent under any provision hereof. C. The Trustee shall be under no responsibility or obligation to collect any deposit of moneys into the trusts. D. The Trustee shall have no responsibility for reviewing or confirming that payments made by an Owner comply with the requirements of the Code or any other statutory or regulatory requirements. E. The Trustee may not rely upon any default under any covenant in Article III hereof as a defense against performing its trusts and powers hereunder. F. The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the . The Trustee shall not be responsible for the acts misconduct or negligence of any agent or attorney, provided that such agent or attorney is appointed by it with due care and is supervised with due care to ensure timely compliance with the Trustee's duties hereunder. Notwithstanding the foregoing, the Trustee shall remain fully responsible for the performance of the duties set forth in good faith and without negligenceSection 4.02 hereof, whether or not the Trustee appoints an agent or attorney to perform such duties. (c) G. The Trustee may, at the as an expense of administering the Trustortrusts, consult with legal counsel to be selected by itit (who may be counsel for any of the Millstone 1 Owners), and the Trustee shall not be liable for any action taken, taken or suffered or omitted to be taken by it in good faith in accordance with the advice of such counsel. (d) H. The Trustor will pay Trustee shall have the continuing right to the Trustee from time to time, on demand, compensation be reasonably compensated for all services rendered hereunder (which shall not and to be limited to the compensation of trustees of any express trust as provided by law) and also reimbursed for all reasonable expenses, charges, counsel including reasonable fees and other disbursements and those expenses of its agents and attorneyscounsel, made or incurred by it in the administration of the trusts hereby created and any other duties hereby imposedhereby. The Trustor agrees compensation and reimbursements due to the Trustee hereunder shall be shown in quarterly bills submitted to the Millstone 1 Owners. The Trustee's charges shall be allocated among each of the trusts hereunder in the ratio that the balance of the assets in each of the trusts on the last business day of the calendar quarter to which such charges apply bears to the balance of the assets in all trusts on such last business day, except for compensation and reimbursements to the Trustee that specifically relate to a particular trust and are properly chargeable directly to such trust. After 30 days following the submission of the quarterly bills referred to above, the Trustee shall be entitled to apply trust moneys held by it hereunder to the payment of compensation and expense reimbursements related to such trusts. I. The Trustee shall segregate into separately identified accounts such portions of the trust funds held in the name of a Millstone 1 Owner as that Owner shall direct. The Trustee shall charge such trusts for any additional expenses resulting from such segregation and accounting. J. Each of the Millstone 1 Owners shall be obligated to indemnify and save harmless the Trustee against and from any liability liability, loss, claim, charge or damages which expense it may incur or sustain, in good faithfaith and without negligence, in the exercise and performance of any of its powers and duties hereunder, including, but not limited to, any initial tax or additional tax paid by the Trustee pursuant to Section 4951 of the Code. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, for the salaries of employees of the Trustor or for nonfullfillment of contracts by the Trustor. (f) K. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties parties. The Trustee shall accept a board of directors' resolution as conclusive evidence that a resolution has been duly adopted and is in full force and effect. Except as otherwise expressly provided, an Officers' Certificate shall be accepted by the Trustee as conclusive evidence of the facts therein stated, and shall constitute full protection to the Trustee for any action taken or omitted to be taken by a person the Trustee in good faith reliance thereon. Notwithstanding the fact that the Trustee shall have no obligation to make any investigation into the matters stated in any such notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or persons authorized to act on his other paper or their behalfdocument, the Trustee may, in its discretion, make such further inquiry into such facts or matters as it may see fit. (g) L. The Trustee shall not be responsible for any dimunition in the value of any trust hereunder as a result of following in good faith and without negligence the guidelines promulgated by the Millstone 1 Owners pursuant to Section 4.02 or the instructions of an Owner pursuant to the last sentence of the first paragraph of Section 4.01. M. The Trustee shall maintain appropriate records of all deposits, investments and earnings thereon received by the trusts and all disbursements made from the trusts, and each month the Trustee shall provide to the Millstone 1 Owners a written statement of all transactions. In addition, the Trustee shall provide to the Millstone 1 Owners at least annually a report certifying as to the activity in each of the trusts over the period since the most recent report and the balances at the beginning and end of such period. N. The Millstone 1 Owners and their agents shall have the right to review, inspect and audit the books and records of the Trustee relating to the trusts, providing that the expenses of such review, inspection or audit shall be paid by the Millstone 1 Owner causing such review, inspection or audit to be performed. O. The Trustee shall cause appropriate tax returns with respect to the trusts and income earned by each of the trusts to be prepared and filed and shall pay any taxes shown to be due out of the appropriate trust moneys held by it. In consultation with the Millstone 1 Owners, the Trustee shall have the right to challenge the obligation to make payment of any such taxes and shall have the authority to settle any proceedings related to such taxes, and to receive refunds and take any other action necessary or appropriate in regard to taxes on the trusts or income earned by the trusts. P. The Trustee shall prepare and submit such applications, reports and other documents as may be required by any governmental authority identified in an Officers' Certificate as having jurisdiction over the trusts and performance of the trust obligations and activities specified by this Master Trust Agreement. Q. Without in any way limiting the powers and authority conferred upon the Trustee by other provisions of this Master Trust Agreement or by law, and to enable the Trustee to perform its duties hereunder, the Trustee is expressly authorized and empowered as follows: To sell, exchange, convey, transfer or otherwise dispose of any property held by it, by public or private sale. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity or genuineness expediency of any securitiessuch sale or other disposition; To make, personal propertyexecute, notes acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or deeds appropriate to carry out the powers granted in this Master Trust Agreement; To register any securities held in the trusts in its own name or in the name of a nominee and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, or to deposit or arrange for the deposit of such securities in a qualified central depositary even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depositary with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the appropriate trust at any time pledged and deposited hereunder; In consultation with the Millstone 1 Owners, to compromise or otherwise adjust claims in favor of or against the trusts.

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its it successors, hereby accepts the trusts of created by this Deed of TrustMaster Trust Agreement and agrees to perform the same, but only upon the terms expressly herein set forth, including the following: (a) A. The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee herein shall be taken as the statements of the Trustor Millstone 2 Owners and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. The Trustee makes no representations as to the value, condition, or validity of the trusts (or any part thereof) to achieve the purposes of this Master Trust Agreement and the trusts created herein, and the Trustee shall incur no liability or responsibility in respect of any of such matters. (b) B. The Trustee shall be under no responsibility or duty with respect to the disposition of any moneys duly paid to the Millstone 2 Owners or their agent under any provision hereof. C. The Trustee shall be under no responsibility or obligation to collect any deposit of moneys into the trusts. D. The Trustee shall have no responsibility for reviewing or confirming that payments made by an Owner comply with the requirements of the Code or any other statutory or regulatory requirements. E. The Trustee may not rely upon any default under any covenant in Article III hereof as a defense against performing its trusts and powers hereunder. F. The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the . The Trustee shall not be responsible for the acts misconduct or negligence of any agent or attorney, provided that such agent or attorney is appointed by it with due care and is supervised with due care to ensure timely compliance with the Trustee's duties hereunder. Notwithstanding the foregoing, the Trustee shall remain fully responsible for the performance of the duties set forth in good faith and without negligenceSection 4.02 hereof, whether or not the Trustee appoints an agent or attorney to perform such duties. (c) G. The Trustee may, at the as an expense of administering the Trustortrusts, consult with legal counsel to be selected by itit (who may be counsel for any of the Millstone 2 Owners), and the Trustee shall not be liable for any action taken, taken or suffered or omitted to be taken by it in good faith in accordance with the advice of such counsel. (d) H. The Trustor will pay Trustee shall have the continuing right to the Trustee from time to time, on demand, compensation be reasonably compensated for all services rendered hereunder (which shall not and to be limited to the compensation of trustees of any express trust as provided by law) and also reimbursed for all reasonable expenses, charges, counsel including reasonable fees and other disbursements and those expenses of its agents and attorneyscounsel, made or incurred by it in the administration of the trusts hereby created and any other duties hereby imposedhereby. The Trustor agrees compensation and reimbursements due to the Trustee hereunder shall be shown in quarterly bills submitted to the Millstone 2 Owners. The Trustee's charges shall be allocated among each of the trusts hereunder in the ratio that the balance of the assets in each of the trusts on the last business day of the calendar quarter to which such charges apply bears to the balance of the assets in all trusts on such last business day, except for compensation and reimbursements to the Trustee that specifically relate to a particular trust and are properly chargeable directly to such trust. After 30 days following the submission of the quarterly bills referred to above, the Trustee shall be entitled to apply trust moneys held by it hereunder to the payment of compensation and expense reimbursements related to such trusts. I. The Trustee shall segregate into separately identified accounts such portions of the trust funds held in the name of a Millstone 2 Owner as that Owner shall direct. The Trustee shall charge such trusts for any additional expenses resulting from such segregation and accounting. J. Each of the Millstone 2 Owners shall be obligated to indemnify and save harmless the Trustee against and from any liability liability, loss, claim, charge or damages which expense it may incur or sustain, in good faithfaith and without negligence, in the exercise and performance of any of its powers and duties hereunder, including, but not limited to, any initial tax or additional tax paid by the Trustee pursuant to Section 4951 of the Code. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, for the salaries of employees of the Trustor or for nonfullfillment of contracts by the Trustor. (f) K. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties parties. The Trustee shall accept a board of directors' resolution as conclusive evidence that a resolution has been duly adopted and is in full force and effect. Except as otherwise expressly provided, an Officers' Certificate shall be accepted by the Trustee as conclusive evidence of the facts therein stated, and shall constitute full protection to the Trustee for any action taken or omitted to be taken by a person the Trustee in good faith reliance thereon. Notwithstanding the fact that the Trustee shall have no obligation to make any investigation into the matters stated in any such notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or persons authorized to act on his other paper or their behalfdocument, the Trustee may, in its discretion, make such further inquiry into such facts or matters as it may see fit. (g) L. The Trustee shall not be responsible for any dimunition in the value of any trust hereunder as a result of following in good faith and without negligence the guidelines promulgated by the Millstone 2 Owners pursuant to Section 4.02 or the instructions of an Owner pursuant to the last sentence of the first paragraph of Section 4.01. M. The Trustee shall maintain appropriate records of all deposits, investments and earnings thereon received by the trusts and all disbursements made from the trusts, and each month the Trustee shall provide to the Millstone 2 Owners a written statement of all transactions. In addition, the Trustee shall provide to the Millstone 2 Owners at least annually a report certifying as to the activity in each of the trusts over the period since the most recent report and the balances at the beginning and end of such period. N. The Millstone 2 Owners and their agents shall have the right to review, inspect and audit the books and records of the Trustee relating to the trusts, providing that the expenses of such review, inspection or audit shall be paid by the Millstone 2 Owner causing such review, inspection or audit to be performed. O. The Trustee shall cause appropriate tax returns with respect to the trusts and income earned by each of the trusts to be prepared and filed and shall pay any taxes shown to be due out of the appropriate trust moneys held by it. In consultation with the Millstone 2 Owners, the Trustee shall have the right to challenge the obligation to make payment of any such taxes and shall have the authority to settle any proceedings related to such taxes, and to receive refunds and take any other action necessary or appropriate in regard to taxes on the trusts or income earned by the trusts. P. The Trustee shall prepare and submit such applications, reports and other documents as may be required by any governmental authority identified in an Officers' Certificate as having jurisdiction over the trusts and performance of the trust obligations and activities specified by this Master Trust Agreement. Q. Without in any way limiting the powers and authority conferred upon the Trustee by other provisions of this Master Trust Agreement or by law, and to enable the Trustee to perform its duties hereunder, the Trustee is expressly authorized and empowered as follows: To sell, exchange, convey, transfer or otherwise dispose of any property held by it, by public or private sale. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity or genuineness expediency of any securitiessuch sale or other disposition; To make, personal propertyexecute, notes acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or deeds appropriate to carry out the powers granted in this Master Trust Agreement; To register any securities held in the trusts in its own name or in the name of a nominee and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, or to deposit or arrange for the deposit of such securities in a qualified central depositary even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depositary with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the appropriate trust at any time pledged and deposited hereunder; In consultation with the Millstone 2 Owners, to compromise or otherwise adjust claims in favor of or against the trusts.

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its it successors, hereby accepts the trusts of created by this Deed of TrustMaster Trust Agreement and agrees to perform the same, but only upon the terms expressly herein set forth, including the following: (a) A. The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee herein shall be taken as the statements of the Trustor Millstone 3 Lead Participants and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. The Trustee makes no representations as to the value, condition, or validity of the trusts (or any part thereof) to achieve the purposes of this Master Trust Agreement and the trusts created herein, and the Trustee shall incur no liability or responsibility in respect of any of such matters. (b) B. The Trustee shall be under no responsibility or duty with respect to the disposition of any moneys duly paid to the Millstone 3 Participants or their agent under any provision hereof. C. The Trustee shall be under no responsibility or obligation to collect any deposit of moneys into the trusts. D. The Trustee shall have no responsibility for reviewing or confirming that payments made by a Participant comply with the requirements of the Sharing Agreement, the Code, or any other statutory or regulatory requirements. E. The Trustee may not rely upon any default under any covenant in Article III hereof as a defense against performing its trusts and powers hereunder. F. The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the . The Trustee shall not be responsible for the acts misconduct or negligence of any agent or attorney, provided that such agent or attorney is appointed by it with due care and is supervised with due care to ensure timely compliance with the Trustee's duties hereunder. Notwithstanding the foregoing, the Trustee shall remain fully responsible for the performance of the duties set forth in good faith and without negligenceSection 4.02 hereof, whether or not the Trustee appoints an agent or attorney to perform such duties. (c) G. The Trustee may, at the as an expense of administering the Trustortrusts, consult with legal counsel to be selected by itit (who may be counsel for any of the Millstone 3 Participants), and the Trustee shall not be liable for any action taken, taken or suffered or omitted to be taken by it in good faith in accordance with the advice of such counsel. (d) H. The Trustor will pay Trustee shall have the continuing right to the Trustee from time to time, on demand, compensation be reasonably compensated for all services rendered hereunder (which shall not and to be limited to the compensation of trustees of any express trust as provided by law) and also reimbursed for all reasonable expenses, charges, counsel including reasonable fees and other disbursements and those expenses of its agents and attorneyscounsel, made or incurred by it in the administration of the trusts hereby created and any other duties hereby imposedhereby. The Trustor agrees compensation and reimbursements due to the Trustee hereunder shall be shown in quarterly bills submitted to the Millstone 3 Lead Participants, with copies to the other Participants. The Trustee's charges shall be allocated among each of the trusts hereunder in the ratio that the balance of the assets in each of the trusts on the last business day of the calendar quarter to which such charges apply bears to the balance of the assets in all trusts on such last business day, except for compensation and reimbursements to the Trustee that specifically relate to a particular trust and are properly chargeable directly to such trust. After 30 days following the submission of the quarterly bills referred to above, the Trustee shall be entitled to apply trust moneys held by it hereunder to the payment of compensation and expense reimbursements related to such trusts. I. The Trustee shall segregate into separately identified accounts such portions of the trust funds held in the name of a Millstone 3 Participant as that Participant shall direct. The Trustee shall charge such trusts for any additional expenses resulting from such segregation and accounting. J. Each of the Millstone 3 Lead Participants shall be obligated to indemnify and save harmless the Trustee against and from any liability liability, loss, claim, charge or damages which expense it may incur or sustain, in good faithfaith and without negligence, in the exercise and performance of any of its powers and duties hereunder, including, but not limited to, any initial tax or additional tax paid by the Trustee pursuant to Section 4951 of the Code. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, for the salaries of employees of the Trustor or for nonfullfillment of contracts by the Trustor. (f) K. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties parties. The Trustee shall accept a board of directors' resolution as conclusive evidence that a resolution has been duly adopted and is in full force and effect. Except as otherwise expressly provided, an Officers' Certificate shall be accepted by the Trustee as conclusive evidence of the facts therein stated, and shall constitute full protection to the Trustee for any action taken or omitted to be taken by a person the Trustee in good faith reliance thereon. Notwithstanding the fact that the Trustee shall have no obligation to make any investigation into the matters stated in any such notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or persons authorized to act on his other paper or their behalfdocument, the Trustee may, in its discretion, make such further inquiry into such facts or matters as it may see fit. (g) L. The Trustee shall not be responsible for any dimunition in the value of any trust hereunder as a result of following in good faith and without negligence the guidelines promulgated by the Millstone 3 Lead Participants pursuant to Section 4.02 or the instructions of a Participant pursuant to the last sentence of the first paragraph of Section 4.01. M. The Trustee shall maintain appropriate records of all deposits, investments and earnings thereon received by the trusts and all disbursements made from the trusts, and each month the Trustee shall provide to the Millstone 3 Lead Participants a written statement of all transactions. In addition, the Trustee shall provide unto the Millstone 3 Participants at least annually a report certifying as to the activity in each of the trusts over the period since the most recent report and the balances at the beginning and end of such period. N. The Millstone 3 Participants and their agents shall have the right to review, inspect and audit the books and records of the Trustee relating to the trusts, providing that the expenses of such review, inspection or audit shall be paid by the Millstone 3 Participant causing such review, inspection or audit to be performed. O. The Trustee shall cause appropriate tax returns with respect to the trusts and income earned by each of the trusts to be prepared and filed and shall pay any taxes shown to be due out of the appropriate trust moneys held by it. In consultation with the Millstone 3 Lead Participants, the Trustee shall have the right to challenge the obligation to make payment of any such taxes and shall have the authority to settle any proceedings related to such taxes, and to receive refunds and take any other action necessary or appropriate in regard to taxes on the trusts or income earned by the trusts. P. The Trustee shall prepare and submit such applications, reports and other documents as may be required by any governmental authority identified in an Officers' Certificate as having jurisdiction over the trusts and performance of the trust obligations and activities specified by this Master Trust Agreement. Q. Without in any way limiting the powers and authority conferred upon the Trustee by other provisions of this Master Trust Agreement or by law, and to enable the Trustee to perform its duties hereunder, the Trustee is expressly authorized and empowered as follows: To sell, exchange, convey, transfer or otherwise dispose of any property held by it, by public or private sale. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity or genuineness expediency of any securitiessuch sale or other disposition; To make, personal propertyexecute, notes acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or deeds appropriate to carry out the powers granted in this Master Trust Agreement; To register any securities held in the trusts in its own name or in the name of a nominee and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, or to deposit or arrange for the deposit of such securities in a qualified central depositary even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depositary with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the appropriate trust at any time pledged and deposited hereunder; In consultation with the Millstone 3 Lead Participants, to compromise or otherwise adjust claims in favor of or against the trusts.

Acceptance of Trusts; Certain Terms of the Trusts. The Trustee, for itself and its successors, hereby accepts the trusts of this Deed of Trust, but only upon the terms herein set forth, including the following: (a) The recitals in this Deed of Trust and in any supplement hereto which may hereafter be executed by the Trustor and the Trustee shall be taken as the statements of the Trustor and shall not be considered as made by, or imposing any obligation or liability upon, the Trustee. (b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or through its agents or attorneys, and the Trustee shall not be responsible for the acts of any agent or attorney appointed by it in good faith and without negligence. (c) The Trustee may, at the expense of the Trustor, consult with legal counsel to be selected by it, and the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice of counsel. (d) The Trustor will pay to the Trustee from time to time, on demand, compensation for all services rendered hereunder (which shall not be limited to the compensation of trustees of any express trust as provided by law) and also all reasonable expenses, charges, counsel fees and other disbursements and those of its agents and attorneys, made or incurred in the administration of the trusts hereby created and any other duties hereby imposed. The Trustor agrees to indemnify and save harmless the Trustee against and from any liability or damages which it may incur or sustain, in good faith, in the exercise and performance of any of its powers and duties hereunder. (e) The Trustee shall not be liable, in case of taking possession of the Trust Premises, for debts contracted or liability or damages incurred in the management or operation of the Trust Premises, for the salaries of employees of the Trustor or for nonfullfillment nonfulfillment of contracts by the Trustor. (f) The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement, obligation, appraisal or other document believed by it to be genuine and to have been signed by the proper party or parties or by a person or persons authorized to act on his or their behalf. (g) The Trustee shall not be responsible for the validity or genuineness of any securities, personal property, notes or deeds of trust at any time pledged and deposited hereunder.