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<br />. <br /> <br />. <br /> <br />. <br />. <br /> <br />. <br />. <br /> <br />'..~_c <br /> <br />"""f'~"*"'c</" <br /> <br />Except as otherwise expressly provided in this Resolution, any request, <br />order, notice or other direction required or permitted fo be furnished <br />pursuant to any provision hereof by the Agency to the Trustee or any Paying <br />Agent shall be sufficiently executed in the name of the Agency by an <br />Authorized ,Officer. <br /> <br />Anything herein to the contrary notwithstanding, whenever it is provided <br />that the Trustee shall take any action, including the giving of any notice, or <br />refrain from taking any action upon the happening or continuation of a <br />specified event or upon the fulfillment of any condition or upon the request <br />of the Holders, the Trustee shall have no liability for failure to take such <br />action or for failure to refrain from taking such action unless and until a <br />responsible officer of the Trustee, who is a responsible officer at the <br />Principal Office, has actual knowledge of such event or continuation thereof <br />or the fulfillment of such condition or shall have received such request. <br /> <br />, Responsible officer means, in the case of the Trustee, the chairman or <br />vice chairman of the executive corrrnittee of the board of directors or <br />trustees, the president, any vice president, the secretary, the treasurer, any <br />trust officer, any executive or senior or second or assistant vice president, <br />or any other officer or assistant officer customarily performing functions <br />s imil ar to those performed by the persons who at the time shall be such <br />officers, or to whom any corporate trust matter is referred because of his <br />knowledge of and familairity with the particular subject. <br /> <br />,The Trustee may execute any of the trusts or powers hereunder or perform <br />any duties hereunder, either directly or by or through agents or attorneys, <br />and the Trustee shall not be responsible for any misconduct or negligence on <br />the part of any agent or attorney appointed with due care by it hereunder. <br /> <br />906. Compensation and Expenses. Subject to the provisions of any <br />contract between the Agency and the Trustee: <br /> <br />(A) The Agency shall authorize by Requisition the payment from <br />the Operating Fund to the Trustee and to each Paying Agent from time to time <br />reasonable compensation for all services rendered under this Resolution, and <br />also all reasonable expenses incurred in and about the performance of their <br />powers and duties under this Resolution and all other applicable documents. <br /> <br />(8) The Agency further covenants and agrees to indemn ify and save <br />the Trustee and each Paying Agent harmless against any loss, expense and <br />liabilities which it may incur arising out of or in the exercise and <br />performance of its powers and duties hereunder, including the costs and <br />expenses of defending against any claim of liability, including attorneys' <br />fees, and which are not due to the Trustee's or any Paying Agent's own gross <br />negligence pursuant to 906(B). <br /> <br />(C) The Agency further covenants and agrees to advance to the <br />Trustee and each Paying Agent, from amounts available therefor in the <br />Operating Fund or the Mortgage Reserve Fund, all armunts requested as costs <br />and expenses of such defense. <br /> <br />50 <br />