11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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successor Trustee. If any paying agent other than the initial Trustee shall resign or become incapable of acting,or shall be removed under a supplemental indenture entered into pursuant to the terms, the Trustee may appoint a successor paying agent which is a bank or trust company qualified to act as paying agent under the Act and which is willing to accept the office on reasonable and customary terms approved by an Authorized Borrower Representative. The Trustee may appoint successor paying agents. "Paying agent" as used in this Section refers to the bank or trust company named in the form of Bond provided for the Bonds in the recitals,where principal of and interest on Bonds may be paid. [The halanec of this page is intentionally kft blank] Section 8.20 Continuing Disclosure. Pursuant to Section 6.22 of the Loan Agreement,the Borrower has undertaken all responsibility for compliance with certain continuing disclosure requirements,and the City shall have no liability to the Holders of the Bonds or any other person with respect to Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934 (the "Rule"). The Trustee hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement and Section 6.22 of the Loan Agreement. Notwithstanding any other provision of this Indenture,failure of the Borrower or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default;however,the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least twenty-five percent(25%) aggregate principal amount of the Outstanding Bonds,shall),or any Bondholder or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking specific performance by court order,to cause the Borrower to comply with its obligations under Section 6.22 of the Loan Agreement or to cause the Trustee to comply with its obligations under this Section. For purposes of th is Section, "Beneficial Owner" means any person who(i) has the power, directly or indirectly,to vote or consent with respect to, or to dispose of ownership of,any Bonds(including persons holding Bonds through nominees,depositories or other intermediaries), or(ii) is treated as the owner of any Bonds for federal income tax purposes. - 6 1 -