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Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably <br />believe to be genuine and to have been adopted or signed by the proper board or Person or to <br />have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the <br />written opinion of any counsel, architect, engineer, insurance consultant, management <br />consultant, or accountant believed by the Trustee to be qualified in relation to the subject matter, <br />and the Trustee shall be under no duty to make any investigation or inquiry into any statements <br />contained or matters referred to in any such instrument. Subject to Section 9.1 and 9.3, the <br />Trustee may consult with counsel selected by the Trustee with due care, who may or may not be <br />Bond Counsel, and any advice from such counsel with respect to compliance with the provisions <br />of this Indenture shall be full and complete authorization and protection in respect of any action <br />taken, suffered or omitted to be taken by it hereunder, reasonably and in good faith, in <br />accordance with such advice. <br />(b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved <br />or established prior to taking or suffering any action under this Indenture, such matter may be <br />deemed to be conclusively proved and established by a City Certificate, unless other evidence in <br />respect thereof be hereby specifically prescribed. Such City Certificate shall be full warrant for <br />any action taken or suffered in good faith under the provisions hereof, but in its discretion the <br />Trustee may in lieu thereof accept other evidence of such fact or matter or may require such <br />further or additional evidence as it may deem reasonable. Except as otherwise expressly provided <br />herein, any request, order, notice, or other direction required or permitted to be furnished <br />pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed if <br />executed in the name of the City by the City Representative. the Trustee shall be entitled to <br />conclusively rely upon the foregoing as sufficient evidence of the facts set forth herein. The <br />execution of any City Certificate shall constitute, unto the Trustee, an irrevocable determination <br />that all conditions precedent thereto have occurred. <br />(c) The Trustee shall not be under any obligation to see to the recording or filing of <br />this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except <br />as expressly required in Section 9.13. <br />Section 9.6. Compensation. <br />Unless otherwise provided by contract with the Trustee, the Trustee shall transfer from <br />the Administrative Fund, from time to time, reasonable compensation for all services rendered <br />by it hereunder, including its services as Paying Agent/Registrar, together with all its reasonable <br />expenses, charges, and other disbursements and those of its counsel, agents and employees, <br />incurred in and about the administration and execution of the trusts hereby created and the <br />exercise of its powers and the performance of its duties hereunder, which, with respect to <br />ordinary fees and expenses incurred prior to an Event of Default hereunder, shall be transferred <br />pursuant to a City Certificate and subject to any limit on the amount of such compensation or <br />recovery of expenses or other charges as shall be prescribed by such City Certificate, and the <br />Trustee shall have a lien therefor on any and all funds at any time held by it hereunder prior to <br />any Bonds Outstanding. Following an Event of Default, the foregoing limitation on expenses <br />shall not apply. None of the provisions contained in this Indenture shall require the Trustee to <br />expend or risk its own funds or otherwise incur financial liability in the performance of any of its <br />55 <br />