RES 94045A - Laserfiche WebLink

parties. The Trustee, in its discretion, may consul[ with counsel, who may be counsel to the City or the Authority, with tegard to legal questions, and the opinion of such counsel, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full and complete authorization and protection in respect of any action taken or suffered by it under [he Trust Agreement in good faith in accordance therewith. Whenever in the administration of its duties under the Trust Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Trust Agreement, such matter (unless other evidence in respect thereof be specifically prescribed in the Tmst Agreement) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by the certificate of an Authorized Officer of the Authority or the City and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of the Tmst Agreement upon the faith thereo>y but in its discretiou the Trustee may, in lieu thereof (but shall not be obligated to), accept other evidence of such matter. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued pursuant to the Tmst Agreement, and may join in any action which any Owner may be entitled to take with like effect as if the Tmstee were not a party to the Tmst Agreement. The Tmstee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as depository, trustee, or agent for any wmmittee or body of Owners of Bonds or other obligations of the City as freely as if it were not Trustee under the Trust Agreement. The recitals, statements and representations contained in this Trust Agreement or in the Bonds, save only the Trustee's authenticatiorc of the Bonds, shall be taken and construed as made by and on the part of the Authority, and not by the Trustee, and [he Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. The Trustee shall not be deemed to make any representations with respect to the security afforded by this Trust Agreement or the Installment Purchase Contract. The Tmstee may execute any of the trusts or powers hereof and perform the duties required of it under the Tmst Agreement by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of tmst and its duty under the Tmst Agreement, and the Tmstee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with due care. The Tmstee shall be fully reimbursed by the City for reasonable expenses incurced in hiring attorneys, agents or receivers in connection with the performance of its obligations under [he Tms[ Agreement. Upon any default by, or misconduct of, any agent, attorney or receiver appointed by the Tmstee, the Tmstee shall Belly pursue all remedies available to it against such attorney, agent or receiver, and the proceeds of [he exercise of such remedies shall be used to reimburse the Tmst Estate for any loss it may have suffered as a result of the default or misconduct of such agent, attorney or receiver. Before taking any remedial action hereunder the Tmstee may require that a satisfactory indemnity bond or other indemnity satisfactory to the Tmstee be furnished for the reimbursement of all reasonable expenses to which it may be put and to protect it against all liability which may be incurced in connection with the taking of such action, except liability which is saavorz.ur 28