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Section 10. Duties, Immunities and Liabilities of Dissemination Agent. Article VI of the
Indenture is hereby made applicable to this Continuing Disclosure Agreement as if this Continuing
Disclosure Agreement were (solely for this purpose) contained in the Indenture and the Dissemination
Agent shall be entitled to the same protections, limitations from liability and indemnities afforded the
Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this
Continuing Disclosure Agreement, and the Borrower agrees to indemnify and save the Dissemination
Agent, the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and
liabilities which they may incur arising out of or in the exercise or performance of their rights, obligations,
powers and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s
negligence or willful misconduct. The obligations of the Borrower under this Section shall survive the
termination of this Continuing Disclosure Agreement, the resignation or removal of the Dissemination
Agent and payment of the Bonds. The Dissemination Agent and the Trustee shall have no duty or obligation
to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary
capacity for the Borrower, the Holders, or any other party. Neither the Trustee nor the Dissemination Agent
shall have any liability to the Holders or any other party for any monetary damages or financial liability of
any kind whatsoever related to or arising from the breach of this Continuing Disclosure Agreement.
The Dissemination Agent agrees to disseminate the information provided to it hereunder in the
form delivered by the Borrower. The Dissemination Agent is acting hereunder solely in an agency capacity
and as such is merely a conduit for the Borrower, and shall have no liability or responsibility for the form,
content, accuracy or completeness of any information furnished hereunder. Any such information may
contain a legend to that effect.
The Dissemination Agent shall have no obligation to make disclosure concerning the Bonds, the
Project or any other matter except as expressly set out herein, provided that no provision of this Continuing
Disclosure Agreement shall limit the duties, trusts, rights, powers or obligations of the Trustee under the
Indenture. The fact that the Dissemination Agent or affiliate thereof has or may have any banking, fiduciary
or other relationship with the Borrower or any other party in connection with the Project or otherwise, apart
from the relationship created by this Continuing Disclosure Agreement, shall not be construed to mean that
the Dissemination Agent or affiliate thereof has knowledge or notice of any event or condition relating to
the Bonds or the Project except in its respective capacities under this Continuing Disclosure Agreement.
No provision of this Continuing Disclosure Agreement shall require or be construed to require the
Borrower or the Dissemination Agent to interpret or provide an opinion concerning any information
disclosed hereunder.
The Annual Report may contain such disclaimer language as the Borrower may deem appropriate.
Any information disclosed hereunder by the Dissemination Agent may contain such disclaimer language
as the Dissemination Agent may deem appropriate.
The Borrower hereby agrees to compensate the Dissemination Agent for the services provided and
the expenses incurred pursuant to this Continuing Disclosure Agreement, in an amount to be agreed upon
from time to time hereunder, and to reimburse the Dissemination Agent upon its request for all reasonable
expenses, disbursements and advances incurred by the Dissemination Agent hereunder (including any
reasonable compensation and expenses of counsel) except any such expense, disbursement or advance that
may be attributable to its negligence or willful misconduct.
The Dissemination Agent may consult with counsel of its choice and the written advice of such
counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any
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