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<br />(e) MTrust may consult with counsel, and the written advice of such <br />counselor any opinion of counsel shan be fun and complete authorization and <br />protection with respect to any action taken, suffered or omitted by it hereunder in <br />good faith and in reliance thereon. <br /> <br />(f) MTrust may exercise any of the powers hereunder and perform any <br />duties hereunder either directly or by or through agents or attorneys of MTrust. <br /> <br />Section 5.03. Recitals of Issuer. <br /> <br />(a) The recitals contained herein and in the Bonds shaH be taken as the <br />statements of the Issuer, and MTrust assumes no responsibility for their correctness. <br /> <br />(b) MTrust shall in no event be liable to the Issuer, any Owner or Owners <br />or any other Person for any amount due on any Bond except as otherwise expressly <br />provided herein with respect to the liability of MTrust for its duties hereunder. <br /> <br />Section 5.04. May Hold Bonds. <br /> <br />MTrust, in its individual or any other capacity, may become an Owner or <br />pledgee of Bonds and may otherwise deal with the Issuer with the same rights it <br />would have if it were not the Paying Agent/Registrar, or any other agent. <br /> <br />Section 5.05. Money Held by MTrust. <br /> <br />(a) Money held by MTrust hereunder need not be segregated from any <br />other funds provided appropriate accounts are maintained. <br /> <br />(b) MTrust shaH be under no liability for interest on any money received <br />by it hereunder. <br /> <br />(c) Any money deposited with MTrust for the payment of the principal, <br />premium, if any, or interest on any Bond and remaining unclaimed for two years <br />after final maturity of the Bond has become due and payable will be paid by MTrust <br />to the Issuer; the Owner of such Bond shall thereafter look only to the Issuer for <br />payment thereof, and an liability of MTrust with respect to such monies shan <br />thereupon cease. <br /> <br />Section 5.06. Indemnification. <br /> <br />The Issuer agrees to indemnify MTrust, its officers, directors, employees and <br />agents for, and hold them harmless against, any loss, liability or expense incurred <br />without negligence or bad faith on their part, arising out of or in connection with its <br /> <br />243lf <br /> <br />-8- <br />