Duties immunities and Liabilities of Trustee, Depositary and Registrar

(A)The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS forth in this Indenture for it to perform. The Trustee shall, during the existence of any Event of Default which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(B)The Depositary and the Registrar shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Depositary and the Registrar shall, during the existence of any Event of Default (which has not been cured), follow the directions of the Trustee with respect to any of the funds held by the Depositary under this indenture.

(C)The Government may remove the Trustee, the Depositary or the Registrar at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee, the Depositary or the Registrar if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee, the Depositary or the Registrar shall cease to be eligible in accordance with subsection

(F)of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of either the Trustee, the Depositary or the Registrar or their respective property shall be appointed, or any public officer shall take control or charge of the Trustee, the Depositary or the Registrar or their respective property or affairs for the purpose of rehabilitation, conservation or liquidation; in each case by giving written notice of such removal to the Trustee, the Depositary, and the Registrar and thereupon shall appoint a successor Trustee, Depositary or Registrar, as the case may be, by an instrument in writing.

(D)The Trustee, the Depositary or the Registrar may at any time resign by giving written notice of such resignation to the Government and the other Fiduciaries. Upon receiving such notice of resignation, the Government shall promptly appoint a successor COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Trustee, Depositary or Registrar, as the case may be, by an instrument in writing.

(E)Any such removal or resignation and appointment of a successor shall become effective upon acceptance of appointment by the successor. Promptly upon such acceptance, the Government shall give notice thereof to each Paying Agent and Credit Provider and to the Bondholders by mail in the manner provided by § 4.03. If no successor shall have been appointed and have accepted appointment within forty-five

(45)days after giving notice of removal or notice of resignation as aforesaid, the resigning Trustee, Depositary or Registrar, as the case may be, or any Bondholder (on behalf of such Bondholder and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor. Any such successor appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Government and to its predecessor a written acceptance thereof,, and thereupon such successor, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor, with like effect as if originally named herein; but, nevertheless, at the Request of the Government or the request of the successor, such predecessor shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor all the right, title and interest of such predecessor in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor, the Government shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor all such moneys, estates, properties, rights, powers, trusts, duties and obligations.

(F)

(1)Any Trustee and any Registrar appointed under the provisions of this Section in succession to the Trustee or the Registrar, respectively, shall be a trust company or commercial COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS bank having the powers of a trust company doing business and having a corporate trust office in Guam or in any State of The United States, having a combined capital and surplus of at least Twenty Million Dollars ($20,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee or the Registrar shall cease to be eligible in accordance with the provisions of this subsection (F)(l), it shah resign immediately in the manner and with the effect specified in this Section.

(2)Any Depositary appointed under the provisions of this Section in succession to the Depositary shall be a trust company or commercial bank having the powers of a trust company doing business and having a trust office in Agana, Guam, having a combined capital and surplus of at least Ten Million Dollars ($10,000,000), and subject to supervision or examination by federal or Guam authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Depositary shall cease to be eligible in accordance with the provisions of this subsection (F)(2), the Depositary shall resign immediately in the manner and with the effect specified in this Section.

(G)Any company into which the Trustee, the Depositary or the Registrar may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee, the Depositary or the Registrar may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS subsection

(F)of this Section, shall be the successor to such Trustee, Depositary or Registrar, as the case may be, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Any such successor shall give notice of such merger, conversion or consolidation to each other Fiduciary and to the Government.

(H)lf the application, payment, withdrawal or transfer of money hereunder is not made in accordance with the provisions of this Indenture, the Trustee, Depositary or other responsible Fiduciary shall pay to the Government and shall deposit into the funds and accounts amounts equal to the expenses incurred and revenues and earnings lost, respectively, as a result of such noncompliance on the part of such Fiduciary.