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<br />35 <br />4846-5351-8811v3/200434-0005 <br />(iii) the Trustee shall not be liable with respect to any action it takes or <br />fails to take in good faith in accordance with a direction received by it from Bondholders or the City <br />in the manner provided in this Trust Agreement; and <br />(iv) no provision of this Trust Agreement shall require the Trustee to <br />expend or risk its own funds or otherwise incur any financial liability in the performance of any of its <br />duties hereunder or in the exercise of any of its rights or powers. <br />(d) Every provision of this Trust Agreement that in any way relates to the Trustee <br />is subject to all the paragraphs of this Section 12.02. <br />(e) The Trustee may refuse to perform any duty or exercise any right or power <br />unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. <br />(f) The Trustee shall not be liable for interest on any cash held by it except as the <br />Trustee may agree with the City. <br />Section 12.03 Rights of Trustee. <br />(a) The recitals of facts contained herein and in the Bonds shall be taken as <br />statements of the City, and the Trustee assumes no responsibility for the correctness of the same <br />(other than the certificate of authentication of the Trustee on each Bond), and makes no <br />representations as to the validity or sufficiency of this Trust Agreement or of the Bonds or of any <br />Permitted Investment and shall not incur any responsibility in respect of any such matter, other than <br />in connection with the duties or obligations expressly assigned to or imposed upon it herein or in the <br />Bonds. The Trustee shall, however, be responsible for its representations contained in its certificate <br />of authentication on the Bonds. The Trustee shall not be liable in connection with the performance <br />of its duties hereunder, except for its own negligence, willful misconduct or breach of the express <br />terms and conditions hereof. The Trustee and its directors, officers, employees or agents may in <br />good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any <br />Holder of a Bond may be entitled to take, with like effect as if the Trustee was not the Trustee under <br />this Trust Agreement. <br />(b) The Trustee may execute any of the trusts or powers hereof and perform the <br />duties required of it hereunder by or through attorneys, agents or receivers, and shall be entitled to <br />advice of counsel concerning all matters of trust and its duty hereunder, and the opinion of such <br />counsel shall be authorization for any action taken or not taken in reliance on such opinion, but the <br />Trustee shall be answerable for the negligence or misconduct of any such attorney, agent or receiver <br />selected by it. <br />(c) No permissive power, right or remedy conferred upon the Trustee hereunder <br />shall be construed to impose a duty to exercise such power, right or remedy. <br />(d) The Trustee shall not be bound to make any investigation into the facts or <br />matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, <br />direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its <br />discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, <br />and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to <br />examine the books, records and premises of the City, personally or by agent or attorney.