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(f) As to the existence or non-existence of any fact or as to the sufficiency or <br />validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon <br />a Certificate of the City as sufficient evidence of the facts therein contained and prior to <br />the occurrence of an Event of Default hereunder of which the Trustee has been given <br />notice or is deemed to have notice, as provided in Section 6.02(h) hereof, shall also be at <br />liberty to accept a similar certificate to the effect that any particular dealing, transaction <br />or action is necessary or expedient, but may at its discretion secure such further evidence <br />deemed by it to be necessary or advisable, but shall in no case be bound to secure the <br />same. The Trustee may accept a Certificate of the City to the effect that an authorization <br />in the form therein set forth has been adopted by the City as conclusive evidence that <br />such authorization has been duly adopted and is in full force and effect. <br />(g) The permissive right of the Trustee to do things enumerated in this <br />Indenture shall not be construed as a duty and it shall not be answerable for other than its <br />negligence or willful default. The immunities and exceptions from liability of the Trustee <br />shall extend to its officers, as finally adjudicated by a court of law, directors, employees <br />and agents. <br />(h) The Trustee shall not be required to take notice or be deemed to have <br />notice of any Event of Default hereunder except failure by the City to make any of the <br />payments to the Trustee required to be made by the City pursuant hereto or failure by the <br />City to file with the Trustee any document required by this Indenture to be so filed <br />subsequent to the issuance of the Series 2019 Bonds, unless the Trustee shall be <br />specifically notified in writing of such default by the City or by the Owners of at least <br />twenty-five percent (25%) in aggregate principal amount of the Series 2019 Bonds then <br />Outstanding, and all notices or other instruments required by this Indenture to be <br />delivered to the Trustee must, in order to be effective, be delivered at the Principal <br />Corporate Trust Office, and in the absence of such notice so delivered the Trustee may <br />conclusively assume there is no Event of Default hereunder except as aforesaid. <br />(i) At any and all reasonable times the Trustee, and its duly authorized agents, <br />attorneys, experts, engineers, accountants and representatives, shall have the right fully to <br />inspect the Gas Tax Fund, including all books, papers and records of the City pertaining <br />to the Gas Tax Fund and the Series 2019 Bonds, and to take such memoranda from and <br />with regard thereto as may be desired but which is not privileged by statute or by law. <br />0) The Trustee shall not be required to give any bond or surety in respect of <br />the execution of the said trusts and powers or otherwise in respect of the premises. <br />(k) Notwithstanding anything elsewhere in this Indenture with respect to the <br />execution of any Series 2019 Bonds, the withdrawal of any cash, the release of any <br />property, or any action whatsoever within the purview of this Indenture, the Trustee shall <br />have the right, but shall not be required, to demand any showings, certificates, opinions, <br />appraisals or other information, or corporate action or evidence thereof, as may be <br />deemed desirable for the purpose of establishing the right of the City to the execution of <br />any Series 2019 Bonds, the withdrawal of any cash, or the taking of any other action by <br />the Trustee. <br />55394.00055\32329348.3 554-44 <br />