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(c) The Trustee shall not be liable with respect to any action taken or omitted
<br />to be taken by it in good faith in accordance with the direction of the Owners of not less than
<br />25% in aggregate principal amount of the Bonds at the time Outstanding relating to the time,
<br />method and place of conducting any proceeding for any remedy available to the Trustee, or
<br />exercising any trust or power conferred upon the Trustee under this Indenture.
<br />(d) The Trustee shall not be liable for any action taken by it in good faith and
<br />believed by it to be authorized or within the discretion or rights or powers conferred upon it by
<br />this Indenture, except for actions arising from the negligence or intentional misconduct of the
<br />Trustee. The permissive right of the Trustee to do things enumerated hereunder shall not be
<br />construed as a mandatory duty.
<br />(e) The Trustee shall not be deemed to have knowledge of any Event of
<br />Default hereunder unless and until it shall have actual knowledge thereof, or shall have received
<br />written notice thereof at the Corporate Trust Office of the Trustee. Except as otherwise expressly
<br />provided herein, and subject to Section 8.02, the Trustee shall not be bound to ascertain or
<br />inquire as to the performance or observance of any of the terms, conditions, covenants or
<br />agreements herein or of any of the documents executed in connection with the Bonds, or as to the
<br />existence of an Event of Default hereunder or thereunder. The Trustee shall not be responsible
<br />for the validity or effectiveness of any collateral given to or held by it. Without limiting the
<br />generality of the foregoing, the Trustee shall not be responsible for reviewing the contents of any
<br />financial statements furnished to the Trustee pursuant to Section 7.04 and may rely conclusively
<br />on the certificates provided hereunder to establish compliance with its duties.
<br />(f) The Trustee shall not be considered in breach or in default of its
<br />obligations hereunder or progress in respect thereto in the event of enforced delay ( "unavoidable
<br />delay ") in the performance of such obligations due to unforeseeable causes beyond its control
<br />and without its fault or negligence, including, but not limited to, Acts of God or of the public
<br />enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics,
<br />quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot,
<br />inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of
<br />energy, material or supplies in the open market, litigation or arbitration involving a party or
<br />others relating to zoning or other governmental action or inaction pertaining to the project,
<br />malicious mischief, condemnation and unusually severe weather or delays of suppliers or
<br />subcontractors due to such causes or any similar event and or occurrence beyond the control of
<br />the Trustee; provided, however, that the Trustee shall provide notice of any such unavoidable
<br />delay to the Authority.
<br />SECTION 8.06. Right to Rely on Documents. The Trustee shall be protected in
<br />acting upon any notice, resolution, request, requisition, consent, order, certificate, report,
<br />opinion, bond, facsimile transmission, electronic mail or other paper or document believed by it
<br />to be genuine and to have been signed or presented by the proper party or parties. The Trustee
<br />may consult with counsel, who may be counsel but need not be counsel of or to the Authority,
<br />with regard to legal questions, and the opinion of such counsel shall be full and complete
<br />authorization and protection in respect of any action taken or suffered by it hereunder in good
<br />faith and in accordance therewith.
<br />80A34103
<br />55394.00011 \8754149.4
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