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

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Is 5 • evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee is deemed to have knowledge as provided in Section 9.01, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence reasonably deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Secretary or an Assistant Secretary of the Corporation under its seal to the effect that a resolution in the form therein set forth has been adopted by the Corporation as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. The resolutions, orders, opinions, certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the withdrawal of cash and the taking or omitting of any other action hereunder. Section 10.20.Paying Agent. The Trustee may appoint a Paying Agent for the Bonds. Any Paying Agent will designate to the Corporation, the County and the Trustee its Principal Office and signify its acceptance of the duties and obligations imposed on it hereunder by a written instrument of acceptance delivered to the Corporation under which such Paying Agent will agree, particularly: (a) to hold all sums held by it for the payment of the Purchase Price of Bonds in trust for the benefit of the Owners of Bonds until such sums are paid to such Owners of Bonds or otherwise disposed of as herein provided; (b) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Owners of Bonds who have delivered such Bonds until moneys representing the Purchase Price of such Bonds have been delivered to or for the account of or to the order of such Owners of Bonds; (c) to keep such books and records as are consistent with prudent industry practice and to make such books and records available for inspection by the Corporation, the County, and the Trustee at all reasonable times; (d) on the request of the Trustee, to forthwith deliver to the Trustee all sums so held in trust by the Paying Agent; (e) to authenticate Bonds; (f) to forward to the Trustee monthly a journal of transactions with respect to the Bonds for the previous month; and (g) notify the Trustee of all amounts of principal of, premium, if any, and interest on the Bonds as and when the same become due and payable. The Corporation will cooperate with the Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby funds derived from the sources specified herein will be made available for the payment when due of the principal of, premium, if any, and interest on the Bonds. Section 10.21.Qualifications of Paying Agent;Resignation;Removal. Any Paying Agent or any successor Paying Agent appointed hereunder, other than the Trustee, will be a national banking association duly organized under the laws of the United States of America, or a commercial bank or trust company, having a combined capital stock, surplus and undivided profits of at least $50,000,000, authorized by law to perform all the duties imposed on it by this Indenture and in all events will be subject to the prior written approval of . The Paying Agent may at any time resign and be discharged 43