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12316306v3 <br />-47- <br />Section 8.09 Further Investigation by Trustee. The resolutions, opinions, certificates <br />and other instruments provided for in this Indenture may be accepted by the Trustee as <br />conclusive evidence of the facts and conclusions stated therein and shall be in full warrant, <br />protection and authority to the Trustee for its actions hereunder; but the Trustee may, in its <br />unrestricted discretion, and shall, if requested in writing so to do by the Holders of not less than <br />twenty-five per centum (25%) in aggregate principal amount of Bonds outstanding hereunder <br />and after being properly indemnified to its satisfaction, cause to be made such independent <br />investigation as it may see fit, and in that event may decline to release any property, or pay over <br />cash, or take other action unless satisfied by such investigation of the truth and accuracy of the <br />matters so investigated. The expense of such investigation shall be paid by the Borrower, or, if <br />paid by the Trustee, shall be repaid to it, with interest at a rate equal to 8.00% per annum by the <br />Borrower or from the Trust Estate. <br />Section 8.10 Trustee to Retain Financial Records. The Trustee shall retain all financial <br />statements furnished by the Issuer or the Borrower in accordance the Loan Agreement so long as <br />any of the Bonds shall be outstanding. <br />Section 8.11 Compensation of Trustee. All advances, counsel fees and other expenses <br />reasonably made or incurred by the Trustee in and about the execution of the trust hereby created <br />and reasonable compensation to the Trustee for its services in the premises shall be paid by the <br />Borrower. The compensation of the Trustee shall not be limited to or by any provision of law in <br />regard to the compensation of trustees of an express trust. If not paid by the Borrower, the <br />Trustee shall have a first lien, with right of payment prior to payment on account of interest or <br />principal of any Bond issued hereunder, for reasonable compensation, expenses, advances and <br />counsel fees incurred in and about the execution of the trusts hereby created and exercise and <br />performance of the powers and duties of the Trustee hereunder and the cost and expense incurred <br />in defending against any liability in the premises of any character whatsoever (unless such <br />liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). <br />Section 8.12 Trustee May Hold Bonds. The Trustee and its officers and directors may <br />acquire and own, or become the pledgee of, Bonds and otherwise deal with the Issuer or the <br />Borrower in the same manner and to the same extent and with like effect as though it were not <br />Trustee hereunder. <br />Section 8.13 Appointment of Trustee. There shall at all times be a trustee hereunder <br />which shall be an association or a corporation organized and doing business under the laws of the <br />United States or any State thereof, authorized under such laws to exercise corporate trust powers, <br />having a combined capital, surplus and undivided profits of at least Ten Million Dollars <br />($10,000,000), and subject to supervision or examination by Federal or State authority. If such <br />association or corporation publishes reports of condition at least annually, pursuant to law or to <br />the requirements of any supervising or examining authority above referred to, then for the <br />purposes of this Section the combined capital, surplus and undivided profits of such corporation <br />shall be deemed to be its combined capital as set forth in its most recent report of condition so <br />published. In case at any time the Trustee shall cease to be eligible in accordance with the <br />provisions of this Section, and another association or corporation is eligible, the Trustee shall <br />resign immediately in the manner and with the effect specified in Section 8.16 hereof.