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<br />extend to its directors, officers, employees and agents. The Trustee shall <br />not be responsible for the validity, execution by other parties thereto, or <br />sufficiency of this Resolution, and any Corrrnitment Contract (and Reservation <br />of Funds) or any Mortgage Loan Purchase Agreement, the Mortgage Loan Purchase <br />Agreement Supplement, the Servicing Agreement Supplement or the Bonds. The <br />Trustee undertakes to perform such duties and only such duties as are <br />specifically set forth in this Resolution and no implied covenants or <br />obligations shall be read into this Resolution against the Trustee. In case <br />an Event of Default has occurred and has not been cured, the Trustee shall <br />exercise such of the rights and pCMers vested in it by this Resolution, and <br />use the same degree of care and sk ill in their exercise, as a prudent investor <br />woul d exercise or use under the circumstances in the conduct of such <br />investor's CMn affairs. The Trustee shall not be personally liable with <br />respect to (i) an error of judgment made in good faith by a responsible <br />officer (as defined in section 805) of the Trustee unless it shall be proved <br />that the Trustee was negligent in ascertaining the pertinent facts, or (ii) <br />any action taken, suffered or omitted to be taken by it in good faith, in <br />accordance with the direction of Holders of not less than 25% in principal <br />amount of the Outstanding Bonds, relating to the time, method and place of <br />conducting any proceeding for any remedy available to the Trustee, or <br />exercising any trust or power conferred upon the Trustee, under this Agreement. <br /> <br />904. Funds Held in Trust. All moneys held by the Trustee at any time <br />pursuant to the terms of this Resolution and the Supplemental Resolution shall <br />be and hereby are assigned, transferred and set over unto such Trustee in <br />trust for the purposes and under the terms and conditions of this Resolution. <br /> <br />905. Evidence on Which Trustee May Act. The Trustee and any Paying <br />Agent shall be protected in acting upon any notice, resolution, request, <br />consent, order, certificate, report, opinion, bond, or other paper or document <br />believed in good faith by it to be genuine, and to have been signed or <br />presented by the proper party or parties. The Trustee and any Paying Agent <br />may consult with counsel, who mayor may not be of counsel to the Agency or to <br />the Trustee, and an opinion of counsel shall be full and complete <br />authorization and protection in respect of any action taken, or suffered or <br />omitted by it under this Resolution in good faith and in accordance with such <br />opinion of counsel. <br /> <br />Whenever the Trustee or any Paying Agent shall deem it necessary or <br />desirable that a matter be proved or establ ished prior to taking or suffering <br />any action under this Resolution, such matter (unless other evidence in <br />respect thereof be therein specifically prescribed) may be deemed to be <br />conclusively proved and established by an Officer's Certificate, and such <br />Officer's Certificate shall be full authority for any action taken or suffered <br />in good faith under the provisions of this Resolution upon the faith thereof, <br />but in its discretion the Trus tee or any Paying Agent may in 1 ieu thereof <br />accept other evidence of such fact or matter or may require such further or <br />additional evidence as it may deem desirable. <br /> <br />49 <br /> <br />. <br /> <br />. <br /> <br />. <br />. <br /> <br />. <br />. <br />