Agenda - 11-16-1993 - VIII-A (2)

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ARTICLE X TRUSTEE; PAYING AGENT Section 10.01.Acceptance of Trusts. The Trustee hereby accepts and agrees to execute the trusts hereby created, but only on the additional terms set forth in this Article, to all of which the respective Owners of Bonds agree by their acceptance of delivery of any of the Bonds. The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers or otherwise in respect of the premises herein. Section 10.02.No Responsibility for Recitals. The recitals, statements and representations contained in this Indenture or in the Bonds, save only the Paying Agent's authentication on the Bonds, will be taken and construed as made by and on the part of the Corporation, and not by the Trustee, and the Trustee does not assume, and will not have, any responsibility or obligation for the correctness of any thereof. Section 10.03.Limitations on Liability. The Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees, and will be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the Trustee will not be answerable for the default or misconduct of any such attorney,agent or employee selected by it with reasonable care. Without limitation, the Trustee will be entitled to the benefit of the foregoing sentence with respect to the delegation to the Paying Agent of any or all of the Trustee duties hereunder, including its duties with respect to payment of principal of, premium, if any, or interest on, or redemption or purchase of the Bonds,the authentication and delivery of Bonds, and exchange and transfer thereof. The Trustee will not be answerable for the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trust created hereby, except only for its own negligence or misconduct.. No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. Section 10;04.Compensation, Expenses and Advances. The Trustee and the Paying Agent are entitled to reasonable compensation for their services rendered hereunder (not limited by any provision of law in regard to the compensation of the trustee of an express trust) and to reimbursement for their actual out-of-pocket expenses(including counsel fees) reasonably incurred in connection therewith except as a result of their negligence or misconduct. If the Corporation fails to perform any of the covenants or agreements contained in this Indenture, other than the covenants or agreements in respect of the payment of the principal of and interest on the Bonds,the Trustee may, in its uncontrolled discretion and without notice to the Owners of Bonds, at any time and from time to time, make advances to effect performance of the same on behalf of the Corporation, but the Trustee will be under no obligation to do so; and any and all such advances may bear interest at a rate per annum not exceeding the rate of interest then in effect and as announced by the Trustee or any bank controlling, controlled by or in common control with the Trustee as its prime lending rate for domestic commercial loans in the city in which the principal office of the Trustee is located; but no such advance will operate to provide relief from any default hereunder. If the Corporation has failed ed to make any payment to the Trustee hereunder and such failure has resulted in an Event of Default hereunder, the Trustee and the Paying Agent each will have, in addition to any other rights hereunder, a claim, before the claim of the Owners of Bonds, for the payment of its compensation and the reimbursement of its expenses and any advances made by it, as 39