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<br />Section 5.02. Reliance on Documents. <br /> <br />(a) Ameri trust may conclusively rely, as to the truth of <br />the statements and correctness of the opinions expressed therein, on <br />certificates or opinions furnished to Ameritrust. <br /> <br />(b) Ameritrust shall not be liable for any error of <br />judgment made in good faith by a Responsible Officer, unless it <br />shall be proved that Ameri trust was negligent in ascertaining the <br />pertinent facts. <br /> <br />(c) No provisions of this Agreement shall require <br />Ameri trust to expend or risk its own funds or otherwise incur any <br />financial liability for performance of any of its duties hereunder, <br />or in the exercise of any of its rights or powers, if it shall have <br />reasonable grounds for believing that repayment of such funds or <br />adequate indemnity satisfactory to it against such risks or <br />liability is not assured to it. <br /> <br />(d) Ameritrust may rely and shall be protected in acting or <br />refraining from acting upon any resolution, certificate, statement, <br />instrument, opinion, report, notice, request, direction, consent, <br />order, certificate, note, security, or other paper or document <br />believed by it to be genuine and to have been signed or presented by <br />the proper party or parties. Without limiting the generality of the <br />foregoing statement, Ameri trust need not examine the ownership of <br />any Obligations, but is protected in acting upon receipt of <br />Obligations containing an endorsement or instruction of transfer or <br />power of transfer which appears on its face to be signed by the <br />Owner or an attorney-in-fact of the Owner. Ameritrust shall not be <br />bound to make any investigation into the facts or matters stated in <br />a resolution, certificate, statement, instrument, opinion, report, <br />notice, request, direction, consent, order, certificate, note, <br />security or other paper or document supplied by Issuer. <br /> <br />(e) Ameritrust may consult. with counsel, and the written <br />advice of such counselor any opinion of counsel shall be full and <br />complete authorization and protection with respect to any action <br />taken, suffered or omitted by it hereunder in good faith and in <br />reliance thereon. <br /> <br />(f) Ameritrust may exercise any of the powers hereunder and <br />perform any duties hereunder either directly or by or through agents <br />or attorneys of Ameritrust. <br /> <br />Section 5.03. Recitals of Issuer. <br /> <br />(a) The recitals contained herein and in the Obligations <br />shall be taken as the statements of the Issuer, and Ameritrust <br />assumes no responsibility for their correctness. <br /> <br /> <br /> <br /> <br />4336f <br />-8- <br />