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<br />. <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />"y '-','~." .., <br /> <br />~-,........ <br /> <br />consent, order, certificate, report, opinion, bond, or other paper or document <br />believed by it to be genuine, and to have been signed or presented by the <br />proper party or parties. The Trustee and any Paying Agent may consult with <br />counsel, \'tho may or may not be of counsel to the Agency, and the opinion .or <br />advice of such counsel shall be full and col1J )lete auth.orizati.on and protection <br />in respect of any action taken or suffered by it under this Res.olution in good <br />fa ith and in accordance therewith. <br /> <br />Whenever the Trustee .or any Paying Agent shall deem it necessary or <br />desirable that a matter be prQved or established prior to taking or suffering <br />any action under this Resolution, such matter (unless other evidence in <br />resp~ct thereof be herein 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 warrant for any act ion taken or suffered <br />in g.o.od faith under the provisions of this Resolution upon the faith thereof, <br />but in its discretion the Trustee or any Paying Agent may in lieu thereof <br />accept other evidence of such fact or matter or may require such further or <br />additional evidence as to such facts or matters as it may deem reasonable. <br /> <br />Except as otherwise expressly provided in this Resolution, any request, <br />order, ootice .or other directi.on required or permitted to be furnished <br />pursuant to any provision thereof by the Agency to the Trustee or any Paying <br />Agent shall be sufficiently executed if executed in the name of the Agency by <br />an Authorized Officer. <br /> <br />806. Trustee Reliance on Documents. The Trustee may exclusively rely, <br />as to the truth of the statements and the correctness 'of the opinions <br />expressed therein, upon all Requisiti.ons, certificates or other d.ocuments <br />furnished t.o the Trustee pursuant to. this Resolution and believed by the <br />Trustee to be genuine. All such Requisiti.ons, certificates and other <br />documents shall be retained in the possession of the Trustee, subject at all <br />times during normal business hours t.o inspection by the Agency. The Trustee <br />has no responsibility .or liability for, and the Agency assumes all <br />resp.onsibility and liability for, the correctness, validity and genuineness .of <br />any such Requisition, certificate .or other d.ocument believed by the Trustee to <br />be genuine, valid and c.orrect. <br /> <br />807. Compensation and Expenses. The Agency shall pay to the Trustee <br />and to each P ayi ng Agent from time to time reasonab le compensat ion for all <br />services rendered under this Resolution, and also all reasonable expenses, <br />charges, legal and consulting fees and. other disbursements and those of its <br />attorneys, agents and employees, incurred in and about the performance of <br />their powers and duties under this Resolution, and the Trustee and each Paying <br />Agent shall have a lien therefor on any and all funds at any time held by it <br />under this Resolution which lien shall be prior and superior to the lien of <br />the Holders of the Bonds. The Agency further covenants and agrees t.o <br />indelmify and save the Trustee and each Paying Agent harmless against any <br />loss, expense and liabilities which it may incur arising .out of or in the <br />exercise and performance .of its powers and duties hereunder, including the <br />costs and expenses of defending against any claim of liability, but excluding <br /> <br />42 <br />