Common use of Responsibilities of Trustee Clause in Contracts

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the Holders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything 5.1 Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care"), provided however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. The Trustee 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 Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the contrary possibility thereof. It is understood and agreed that may Trustee shall be set out under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided in this Indenture any other document relating Trust Agreement. Subject to the SecuritiesAccounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as long as such Securities are held in global form, neither the Trustee nor shall deem advisable, excluding any Agentobligations or security, shallor other property of PPL, in any circumstances, whether or not such investments and reinvestments be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down authorized by any state law for the investment of them in respect of such Securities; andTrust Funds generally; (b) except To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as otherwise required under Section 4.11the Trustee may deem best, and no person dealing with the Trustee shall not be under any duty bound to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead see to the occurrence application of a Capital Ratio Event and will not be responsible the purchase money or liable to inquire into the Holders validity, expediency or propriety of any such sale or other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or existsdisposition; (c) each Holder shall be deemed to have authorizedTo acquire, directed hold and requested dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and the Agents, conditions as the case may beTrustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to take extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to give effect deposit with any committee or depository, pursuant to any Going Concern Write-Down following plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the occurrence Trust Fund; and to make payment from the Trust Fund of any Capital Ratio Event charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any further action investments unregistered or direction on in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Holders; andTrust Fund; (dI) To hold any part or all of the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.Trust Fund uninvested;

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down and Cancellation by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down and Cancellation following the occurrence of any Capital Ratio Non-Viability Event or Bankruptcy Event without any further action or direction on the part of the Holders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Subordinated Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither none of the Trustee nor any Trustee, Registrar, Paying Agent and Authenticating Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, neither the Trustee nor the Paying Agent shall not be under any duty to determine, monitor or report whether a Capital Ratio Non-Viability Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Non-Viability Event and neither the Trustee nor the Paying Agent will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the AgentsRegistrar, Paying Agent or Authenticating Agent, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Non-Viability Event without any further action or direction on the part of the Holders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything (A) The Trustee shall have no responsibility in respect of the validity or sufficiency of this Indenture or the security provided hereunder or the due execution hereof by the Authority, or in respect of the title or the value of the 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 contrary that may be set out in this recording or filing (but not refiling) of the Indenture or any financing statement or any other document relating to or instrument whatsoever. The recitals, statements and representations contained herein and in the Securities: (a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it Bonds shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed taken and requested the Trustee construed as made by and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the HoldersAuthority and not by the Trustee, and it does not assume any responsibility for the correctness of the same; andexcept that the Trustee shall be responsible for its representation contained in its certificate on the Bonds. (dB) the The Trustee shall not be under liable or responsible because of the failure of the Authority to perform any duty to determine, calculate act required of it by the Indenture or verify the Financing Documents or because of the loss of any amount payable to holders under this Indenture (including moneys arising through the insolvency or the act or default or omission of any write-down amounts) and with regards to the Securities and the depositary other than itself in which such moneys shall have been deposited. The Trustee will shall not be responsible to for the Holders application of any of the proceeds of the Bonds or any other person moneys deposited with it and paid out, invested, withdrawn or transferred in accordance herewith or for any loss or liability arising resulting from any such investment or for any interest thereon. 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. (C) The Trustee, prior to the occurrence of an event of default (as defined in Section 8.1 hereof), undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an event of default has occurred the Trustee shall exercise such of the rights and powers vested in it hereby and use the same degree of care and skill in their exercise, as a prudent person would exercise under the circumstances in the conduct of his own affairs. (D) The Trustee shall not be liable or responsible for the failure of the Borrower to effect or maintain insurance on the Project as provided in the Financing Documents nor shall it be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Authority, the Borrower, the Trustee or any other person. (E) The Trustee shall not be responsible for compliance by the Borrower with the covenants under Sections 6.12, 6.13, 6.14 and 6.15 of the Loan Agreement, inclusive, except that the Trustee shall be responsible for determining whether any certificate or report required by any such Section to do sobe delivered to the Trustee has been received in the prescribed form.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) The recitals of fact herein and in the Bonds shall be taken as long as such Securities are held in global form, neither the statements of the City and the Trustee nor assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or any Agent, Supplemental Indenture or of any Bonds issued hereunder or thereunder or in respect of the security afforded by this Indenture or any Supplemental Indenture and the Trustee shall not incur any responsibility in respect thereof. The Trustee shall, in any circumstanceshowever, be responsible for its representation contained in its certificate of authentication on the Bonds. The Trustee shall not be under any responsibility or liable to the Company, the Holders or any other person for any act, omission or default by DTC duty with respect to the implementation issuance of the Bonds for value or the application of the proceeds thereof except to the extent such proceeds are paid to the Trustee in its capacity as Trustee. The Trustee shall not be under any Going Concern Write-Down by obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any action or suit in respect hereof, or to advance any of them in respect its own moneys, unless properly indemnified. Subject to the provisions of such Securities; and paragraph (b) except as otherwise required under Section 4.11of this Section, the Trustee shall not be under any duty to determineliable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct or that of its agents. (b) The Trustee, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead prior to the occurrence of a Capital Ratio an Event of Default and will not be responsible or liable after the remedy of all Events of Default that may have occurred, undertakes to the Holders or any other person for any loss arising from any failure by it to do soperform such duties and only such duties as are specifically set forth in this Indenture and each Supplemental Indenture. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance In case an Event of Default has occurred or exists; (c) each Holder shall be deemed to have authorizedand has not been remedied, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the Holders; and (d) the Trustee shall not be under any duty to determineexercise such of the rights and powers vested in it by law, calculate or verify any amount payable to holders under this Indenture (including and each Supplemental Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Any provision of this Indenture and any write-down amounts) and with regards Supplemental Indenture relating to action taken or so to be taken by the Trustee or to evidence upon which the Trustee may rely shall be subject to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soprovisions of this Section.

Responsibilities of Trustee. Notwithstanding anything to (A) The Trustee shall have no responsibility in respect of the contrary that may be set out in validity or sufficiency of this Indenture or the due execution hereof by the Company, or in respect of the validity of any Notes authenticated and delivered by the Trustee in accordance with this Indenture or any other document relating or instrument whatsoever. The recitals, statements and representations contained herein and in the Notes shall be taken and construed as made by and on the part of the Company and not by the Trustee, and it 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 Notes. (B) The Trustee shall not be liable or responsible because of the failure of the Company to perform any act required of it by this Indenture or because of the loss of any moneys arising through the insolvency or the act or default or omission of any depositary other than itself in which such moneys shall have been deposited. The Trustee shall not be responsible for any moneys 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. (C) The Trustee, prior to the Securities: occurrence of an Event of Default, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred and is continuing (a) as long as such Securities are held in global formand not waived), neither the Trustee nor any Agentshall exercise such of the rights and powers vested in it hereby and use the same degree of care and skill in their exercise, shallas a prudent person would exercise under the circumstances in the conduct of his own affairs, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, but the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writingaction taken or not taken except for willful misconduct, it shall be entitled to assume that no such event gross negligence or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the Holders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do sobad faith.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) as long as such Securities are held in global formSubject to the provisions of ERISA and the regulations thereunder, neither the Trustee nor shall not be liable for any AgentDamages sustained by the Commingled Fund or the Trust Fund administered hereunder by reason of decisions made by or the actions of any Investment Manager, shallIn-House Manager, in any circumstancesthe Committee, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC nor with respect to its duties under this Agreement shall the implementation Trustee be liable for any error of judgment or for any loss or reduction in value of trust funds except where due to negligence, willful misconduct or lack of good faith. The Trustee shall have no duty at any time or under any circumstances to inquire into the propriety of decisions and actions of any Going Concern WriteInvestment Manager, an In-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11House Manager, the Committee, or the Company, or to review any Account. The Trustee shall not be liable for any Damages arising from failure of any Investment Manager to give instructions or directions to the Trustee as provided herein. The Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead require payment of any contributions to the occurrence Trust Fund, or to see that any payment made to it is computed in accordance with the provisions of a Capital Ratio Event and will not the Plans, or otherwise be responsible or for the adequacy of the Trust Fund to meet and discharge any liabilities under the Plans. In the event of its breach of its fiduciary obligations under ERISA, the Trustee shall, however, be liable to the Holders Trust Fund for Damages to the extent provided by ERISA. (b) Unless otherwise specifically required by this Agreement, directives, instructions, and other communications under this Agreement or any relating to the Trust Fund (including without limitation, instructions regarding the investments of the Trust Fund and directions to make benefit payments and other person for any loss arising from any failure disbursements) may be provided in writing or by it telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to do sothe Trustee. Unless and until If the Trustee receives has issued to the Going Concern Write-Down Notice and is expressly notified Company or the Committee security codes or passwords in writing, it shall be entitled to assume order that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and may verify that certain transmissions of directions, instructions, or other information have been originated by the AgentsCompany or the Committee, as the case may be, the Trustee shall be kept indemnified by and be without liability for any action taken or omitted by it in reliance upon receipt by the Trustee of transmissions of information with the proper security code or password, including communications purporting to take be directions or instructions, which the Trustee reasonably believes to be from the Company or the Committee, as the case may be. (c) In the event the Committee delegates any and or all necessary action to give effect of its obligations and/or powers to any Going Concern Write-Down following person or committee in accordance with Section 1(h), the occurrence Committee shall inform the Trustee in writing as to (i) the identity of such person or committee, (ii) the obligations and/or powers so delegated, and (iii) any Capital Ratio Event without any further action limitations or direction restrictions in respect of such delegation. The Trustee may continue to rely on the part authority of a person to act for the Holders; andCommittee until the Committee or the Company notifies the Trustee that that person is no longer authorized to act for the Committee. (d) The Trustee on the Trustee shall not be under any duty one hand and the Company and the Committee on the other hand confirm that they are assuming contractual obligations to determine, calculate or verify any amount payable to holders each other under this Indenture (including Agreement and nothing in this Agreement shall be construed to limit or restrict any write-down amounts) and with regards legal recourse otherwise available to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soeither party under Applicable Law.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither Settlor and each Beneficiary acknowledges and agrees that the Trustee nor (i) shall not be responsible for any Agentof the agreements referred to or described herein, shallor for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Trustee, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any circumstances, instance shall be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such Securities; andcounsel. (b) except as otherwise required under Section 4.11, the The Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event and will not be responsible or liable to the Holders or any other person anyone for any loss arising from any failure action taken or omitted to be taken by it to do sohereunder except in the case of the Trustee's gross negligence or willful misconduct. Unless and until In no event shall the Trustee receives be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Going Concern Write-Down Notice Trustee has been informed of the likelihood of such loss or damage and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists;regardless of the form of action. (c) each Holder The Trustee shall be deemed have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Trustee than any such book-entry depository, securities intermediary or other subescrow agent has to have the Trustee, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Trustee's own gross negligence or willful misconduct. (d) The Trustee is hereby authorized, directed and requested in making or disposing of any investment permitted by this Agreement, or in carrying out any sale of the Trust Assets permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Trustee and or for any third person or dealing as principal for its own account. (e) Notwithstanding any term appearing in this Agreement to the Agentscontrary, in no instance shall the Trustee be required or obligated to distribute any Trust Assets (or take other action that may be called for hereunder to be taken by the Trustee) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the Holders; and. (df) All payments to the Trustee hereunder shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soin U.S. dollars.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Fixed-Term Subordinated Indenture or any other document relating to the Securities: (a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Non-Viability Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the Holders holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down and Cancellation following the occurrence of any Capital Ratio Non-Viability Event or a Bankruptcy Event without any further action or direction on the part of the Holdersholders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Fixed-Term Subordinated Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything The Trustee and its respective successors, assigns, agents, employees and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance of the moneys or securities deposited therein, the purchase of the Defeasance Securities, the retention of the Defeasance Securities or the proceeds thereof, the sufficiency of the Defeasance Securities to accomplish the defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Trustee in accordance with the provisions of this Agreement or by reason of any non- negligent act, non-negligent omission or non-negligent error of the Trustee made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the City, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the contrary that may be set out in this Indenture any other document relating sufficiency of the Defeasance Securities and uninvested moneys to accomplish the defeasance of the Refunded Bonds or to the Securities: (a) validity of this Agreement as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the CompanyCity and, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11provided herein, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do soincur no liability in respect thereof. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the Holders; and (d) the The Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders liable in connection with the performance of its duties under this Indenture (including Agreement except for its own negligence or willful misconduct or any write-down amounts) material default by the Trustee under the terms of this Agreement, and the duties and obligations of the Trustee shall be determined by the express provisions of this Agreement. The Trustee may consult with regards counsel, who may or may not be counsel to the Securities City, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Trustee will not shall deem it necessary or desirable that a matter be responsible proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an Authorized Officer of the Holders or any other person City (as such term is defined in the Resolution). In the event of the Trustee’s failure to account for any loss of the Defeasance Securities or liability arising from moneys received by it, said Defeasance Securities or moneys shall become the property of the City in trust for the holders of the Refunded Bonds, as herein provided, and if for any failure by it to do soimproper reason such Defeasance Securities or moneys are not applied as herein provided, an appropriate portion of the assets of the Trustee shall be impressed with a trust for the amount thereof until the required application shall be made.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Subordinated Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither none of the Trustee nor any Trustee, Registrar, Paying Agent and Authenticating Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, neither the Trustee nor the Paying Agent shall not be under any duty to determine, monitor or report whether a Capital Ratio Non-Viability Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Non-Viability Event and neither the Trustee nor the Paying Agent will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the AgentsRegistrar, Paying Agent or Authenticating Agent, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Non-Viability Event without any further action or direction on the part of the Holders; and (d) neither the Trustee nor the Paying Agent shall not be under any duty to determine, calculate or verify any amount payable to holders under this Subordinated Indenture (including any write-down amounts) and with regards to the Securities and neither the Trustee nor the Paying Agent will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Perpetual Subordinated Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down and Cancellation by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event, Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event, a Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down and Cancellation following the occurrence of any Capital Ratio Event, Non-Viability Event or Bankruptcy Event without any further action or direction on the part of the Holdersholders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Perpetual Subordinated Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) The recitals of fact herein and in the Bonds contained (other than the certificate of authentication) shall be taken as long as such Securities are held in global form, neither the statements of the Issuer and the Trustee nor any Agent, shall, in any circumstances, be responsible or liable assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the Companyvalidity or sufficiency of this Indenture or of any Bonds issued hereunder or as to the security afforded by this Indenture, and the Holders Trustee shall incur no liability in respect thereof. The Trustee shall be under no responsibility or any other person for any act, omission or default by DTC duty with respect to the implementation application of any Going Concern Write-Down moneys properly paid to it except as provided herein or as otherwise expressly agreed by the Trustee. Except for a declaration of acceleration under Section 6.02 hereof or the payment of principal and interest on the Bonds, the Trustee shall be under no obligation or duty to perform any of them act that would involve it in expense or liability or to institute or defend any suit in respect of such Securities; and this Indenture or to advance any of its own moneys, unless indemnified to its reasonable satisfaction. Subject to the provisions of subsection (b) except as otherwise required under of this Section 4.117.02, the Trustee shall not be liable in connection with the performance of its duties under any duty to determinethis Indenture except for its own negligence or willful misconduct. (b) The Trustee, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead prior to the occurrence of a Capital Ratio an Event of Default and will after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (and has not be responsible or liable been cured within any applicable grace period) and subject to the Holders or any other person for any loss arising from any failure by it rights of the Servicer with respect to do so. Unless and until control of remedies following an Event of Default hereunder, the Trustee receives shall exercise such of the Going Concern Write-Down Notice rights and is expressly notified powers vested in writing, it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any provisions of this Indenture relating to action taken or to be taken by the Trustee or to evidence upon which the Trustee may rely shall be entitled subject to assume that no such event or circumstance has occurred or exists;the provisions of this Section 7.02. (c) each Holder The Trustee shall be deemed cooperate fully with the Servicer in the enforcement and protection of the rights of the Owners of the Bonds to have authorizedthe fullest extent possible under this Indenture, directed the Loan Documents and requested applicable law. Toward this end, the Trustee and shall take such action as directed by the AgentsServicer, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part including foreclosure of the HoldersProperty under the Mortgage, suit for specific performance of the Loan Documents or for damages for nonperformance thereof and assignment of the Loan Documents to the Owners of the Bonds for purposes of enforcing the rights of the Owners of the Bonds; andprovided, that without the prior written consent of the Issuer, the Servicer shall give the Trustee no direction as to the enforcement of the Reserved Rights, which shall, except with the prior written consent of the Issuer, be enforceable only by the Issuer. (d) The Trustee shall not take any discretionary action under the Loan Documents (although approval or disapproval of disbursement of Loan proceeds and investment earnings thereon under the Loan Agreement shall be made in accordance with the terms of Article V hereof) without the written approval of the Servicer and shall, subject to the proviso of paragraph (c) of this section, take such discretionary action permitted or required under the Loan Documents, as may be directed in writing by the Servicer. (e) The Trustee shall notify the Servicer of any notification received by the Trustee under or pursuant to the Loan Documents promptly after receipt of said notice. (f) If any Event of Default occurs and is continuing hereunder and if the Trustee has received written notice thereof or is deemed to have notice pursuant to this Indenture, the Trustee shall not be under any duty give to determineall Owners, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities Issuer and the Trustee will not be responsible to Borrower written notice of such default or Event of Default within thirty (30) days after receipt of such information. For the Holders purpose of this Section 7.02 only, the term “default” means any event which is, or any other person for any loss after notice or liability arising from any failure by it to do solapse of time or both would become, an Event of Default under Section 6.01 hereof.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) The recitals of fact contained herein and in the Bonds (other than the certificate of authentication) shall be taken as long as such Securities are held in global form, neither the statements of the Issuer and the Trustee nor any Agent, shall, in any circumstances, be responsible or liable assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the Companyvalidity or sufficiency of this Indenture or of any Bonds issued hereunder or as to the security afforded by this Indenture or the tax-exempt status of the Bonds, the Holders and Trustee shall be under no responsibility or any other person for any act, omission or default by DTC duty with respect to the implementation application of any Going Concern Write-Down money paid to it except as provided herein or as otherwise expressly agreed by the Trustee. Notwithstanding any of them other provision hereof, the Trustee shall be under no obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any suit in respect of such Securities; and this Indenture or relating to the issuance, offering, sale or delivery of the Bonds or the rehabilitation, design, occupancy, maintenance, ownership or use of the Project or to advance any of its own money, unless indemnified by the Owners or the Borrower to its reasonable satisfaction. Subject to the provisions of subsection (b) except as otherwise required under of this Section 4.119.02, the Trustee shall not be liable in connection with the performance of its duties under any duty to determinethis Indenture except only for its own gross negligence, monitor willful misconduct, or report whether a Capital Ratio Event has occurred or circumstances exist which may lead criminal activity. (b) The Trustee, prior to the occurrence of a Capital Ratio an Event of Default and will after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties that are specifically set forth in this Indenture. No implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (and has not been cured within any applicable grace period) the Trustee shall exercise such of the rights and powers vested in it by this Indenture. Any provisions of this Indenture relating to action taken or to be taken by the Trustee or to evidence upon which the Trustee may rely shall be subject to the provisions of this Section 9.02. (c) The Trustee shall not be responsible required to take notice or liable be deemed to have notice of any default hereunder, except failure by the Borrower to make or cause to be made any of the payments to the Holders Trustee required to be made hereunder or under the Loan Agreement or any other person default with respect to which an officer in the Trustee’s corporate trust department responsible for any loss arising from any failure the administration of the trust created by it to do so. Unless and until this Indenture has actual notice, unless the Trustee receives the Going Concern Write-Down Notice and is expressly shall be specifically notified in writingwriting of such default by the Borrower or by the Owners of at least 10% in aggregate principal amount of Outstanding Bonds, it and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no default except as aforesaid. (d) The Trustee shall have no duty or responsibility to assure that the Financial Monitor or the Servicer (notwithstanding any appointment of such Servicer by the Trustee pursuant to Section 5.15 of the Loan Agreement) performs and observes, or causes to be performed and observed, any of their respective duties and obligations. (e) In performing its duties as Trustee, Paying Agent and Registrar hereunder, and its duties under the Loan Agreement, the Regulatory Agreement, the Disbursing and Servicing Agreement, the Financial Monitoring Agreement, the Mortgage and any other agreement or instrument pertaining to the Bonds, the Trustee shall be entitled to assume that no such event or circumstance has occurred or exists;all of the rights, protections and immunities accorded to it as Trustee under this Indenture. (cf) each Holder shall be deemed to have authorized, directed and requested the The Trustee and the Agents, as the case may be, is not required to take any and all necessary action the Trustee reasonably believes may subject the Trustee to give effect to liability for any Going Concern Write-Down following the occurrence environmental damages or cause a violation of any Capital Ratio Event without any further action or direction on the part of the Holders; and (d) environmental requirements for which the Trustee shall not may be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising from any failure by it to do soheld responsible.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) as long as The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such Securities are held matters would use in global formthe conduct of an enterprise of like character and with like aims, neither provided, however, that the Trustee nor shall incur no liability to any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any actaction taken pursuant to a direction, omission request or default approval given by DTC with respect the Company which is contemplated by, and in conformity with, the terms of the Agreement or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the implementation dispute and may hold the assets of any Going Concern Write-Down the Trust until the dispute is resolved judicially or by any of them in respect of such Securities; andagreement among the parties. (b) except If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, reasonable attorney’s fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust, without notice to any party. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder, at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. Trustee shall consult with Company prior to consulting with legal counsel which may result in additional expense to the Trust. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist the Trustee in performing any of its duties or obligations hereunder, at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. Trustee shall consult with Company prior to hiring any of the persons in this Section 8(d) which may result in additional expense to the Trust. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as otherwise required an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or under Section 4.11applicable law, the Trustee shall not be have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event Internal Revenue Code. (g) The Company shall indemnify and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until hold the Trustee receives the Going Concern Write-Down Notice harmless from and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and against all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part of the Holders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders or any other person for any loss or liability arising (including expenses and reasonable attorneys’ fees), to which it may be subject by reason of its execution of its duties under this Trust, or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company or the Participant unless loss or liability is due to a breach of this Trust Agreement or a violation of applicable law by Trustee or any failure by it of Trustee’s affiliates, employees or directors or to do sothe Trustee’s negligence or willful misconduct of any Trustee’s affiliates, employees or directors. All releases and indemnities provided in this Trust Agreement shall survive the termination of this Trust Agreement. The Company shall indemnify and hold harmless the Trustee for any actions of a prior Trustee.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) The recitals of fact herein and in the Bond contained (other than the certificate of authentication) shall be taken as long as such Securities are held in global form, neither the statements of the Issuer and the Trustee nor any Agent, shall, in any circumstances, be responsible or liable assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the Companyvalidity or sufficiency of this Indenture or of the Bond issued hereunder or as to the security afforded by this Indenture, and the Holders Trustee shall incur no liability in respect thereof. The Trustee shall be under no responsibility or any other person for any act, omission or default by DTC duty with respect to the implementation application of any Going Concern Write-Down moneys properly paid to it except as provided herein or as otherwise expressly agreed by the Trustee. Except for delivery of a notice of redemption or the payment of principal and interest on the Bond, the Trustee shall be under no obligation or duty to perform any of them act that would involve it in expense or liability or to institute or defend any suit in respect of such Securities; and this Indenture or to advance any of its own moneys, unless indemnified to its reasonable satisfaction. Subject to the provisions of subsection (b) except as otherwise required under of this Section 4.117.02, the Trustee shall not be liable in connection with the performance of its duties under any duty this Indenture except for its own negligence or willful misconduct. (b) The Trustee, undertakes to determine, monitor perform such duties and only such duties as are specifically set forth in this Indenture. Any provisions of this Indenture relating to action taken or report whether a Capital Ratio Event has occurred to be taken by the Trustee or circumstances exist to evidence upon which the Trustee may lead rely shall be subject to the occurrence provisions of a Capital Ratio Event and will not be responsible or liable to the Holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists;this Section 7.02. (c) each Holder The Trustee shall be deemed cooperate fully with the Servicer in the enforcement and protection of the rights of the Owner of the Bond to have authorizedthe fullest extent possible under this Indenture, directed the Loan Documents and requested applicable law. Toward this end, the Trustee and the Agentsshall take such action, as directed by the case may beServicer, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence of any Capital Ratio Event without any further action or direction on the part including foreclosure of the HoldersProperty under the Mortgage, suit for specific performance of the Loan Documents or for damages for nonperformance thereof and assignment of the Loan Documents to the Owner of the Bond for purposes of enforcing the rights of the Owner of the Bond; andprovided, that without the prior written consent of the Issuer, the Servicer shall give the Trustee no direction as to the enforcement of the Reserved Rights, which shall, except with the prior written consent of the Issuer, be enforceable only by the Issuer. (d) the The Trustee shall not take any discretionary action under the Loan Documents (although approval or disapproval of disbursement of Loan proceeds and investment earnings thereon under the Loan Agreement shall be under any duty to determinemade in accordance with the terms of Article V hereof) without the written approval of the Servicer and shall, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards subject to the Securities and proviso of paragraph (c) of this section, take such discretionary action permitted or required under the Loan Documents, as may be directed in writing by the Servicer. (e) The Trustee shall notify the Servicer of any notification received by the Trustee will not be responsible under or pursuant to the Holders or any other person for any loss or liability arising from any failure by it to do soLoan Documents after receipt of said notice.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Perpetual Subordinated Indenture any other document relating to the Securities: (a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down and Cancellation by any of them in respect of such Securities; and (b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Capital Ratio Event, Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event, Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the Holders holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Going Concern Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists; (c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down and Cancellation following the occurrence of any Capital Ratio Event, Non- Viability Event or a Bankruptcy Event without any further action or direction on the part of the Holdersholders; and (d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Perpetual Subordinated Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the Holders holders or any other person for any loss or liability arising from any failure by it to do so.

Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Indenture any other document relating to the Securities: (a) as long as such Securities are held Notwithstanding any provision of this Agreement to the contrary, no Trustee shall be under any obligation or duty to perform any act that would involve it in global formexpense or liability or to institute or defend any suit in respect to this Agreement or to advance its own moneys, neither unless (i) properly indemnified by the Lessee to its satisfaction, or (ii) upon the occurrence and continuation of an Event of Default, the Government has provided the Trustee nor written direction pursuant to Section 2.04(c) authorizing the Trustee to use funds on deposit in the In‐Kind Consideration Account to pay the reasonable expenses of any Agentsuch actions undertaken by the Trustee, shall, in any circumstances, be responsible or liable to the Company, Trustee’s satisfaction. No Trustee shall be liable in connection with the Holders performance of its duties under this Agreement except for its own gross negligence or any other person for any act, omission or default by DTC with respect to the implementation of any Going Concern Write-Down by any of them in respect of such Securities; andwillful misconduct. (b) except The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, undertakes to perform such duties, and only such duties, of the Trustee as otherwise required under Section 4.11are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee. In case an Event of Default has occurred, which has not been cured or waived, the Trustee shall not be exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) The Trustee may execute any duty to determineof the trusts or powers thereof and perform any of its duties by or through attorneys, monitor accountants, agents, receivers, or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event employees, and will shall not be responsible for the acts of any attorneys, accountants, agents, or liable to the Holders or any other person for any loss arising from any failure receivers appointed by it to do so. Unless in good faith and until the Trustee receives the Going Concern Write-Down Notice without gross negligence, and is expressly notified in writing, it shall be entitled to assume that no advice of counsel concerning all matters of the trusts hereof and the duties hereunder and may in all cases pay such event com‐ pensation to and the disbursements of all such attorneys, accountants, agents, and receivers as may be employed in connection with the trusts hereof. The Trustee may act upon the opinion or circumstance has occurred advice of any attorneys (who may be the attorney or exists;attorneys for the Lessee or the Gov‐ ernment) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be (cd) each Holder The Trustee shall not be deemed bound to have authorized, directed and requested ascertain or inquire as to the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Going Concern Write-Down following the occurrence performance or observance of any Capital Ratio Event without any further action covenants, conditions, or direction agreements on the part of the Holders; andLessee except as expressly required herein, but the Trustee may require of the Lessee full information and advice as to the agreements aforesaid, and the Lessee’s performance or observance of such cove‐ nants, conditions or agreements. (de) Upon receipt of any notice, request, resolution, consent, certificate, report, order, affidavit, letter, or other paper or document furnished to it pursuant to any provision of this Agreement, the Trustee shall not be under any duty examine such instrument to determine, calculate or verify any amount payable to holders under this Indenture (including any write-down amounts) and with regards determine whether it conforms to the Securities requirements of this Agreement and shall be protected in acting upon any such instrument believed by the Trustee will not in good faith to be responsible genuine and correct and to have been signed or sent or given by the proper Party. (f) The Trustee shall immediately notify the Government of any Event of Default known to the Holders or any other person for any loss or liability arising from any failure by it to do soTrustee.