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(1) the Trustee shall not be liable for any error ofjudgment made in good faith <br />by a Responsible Officer or Officers of the Trustee unless it shall be proved that the <br />Trustee was negligent in ascertaining the Pertinent facts, and <br /> <br /> (2) the Trustee shall not be liable with respect to any action taken or omitted <br />to be taken by it in good faith in accordance w/th the direction of the Holders of not less <br />than a majority in aggregate principal amount of ail the Bonds at the time outstanding <br />relating to the time, method and place of conducting any proceeding for any remedy <br />available to the Trustee, or exercising any trust or power conferred upon the Trustee <br />under this Indenture. <br /> <br /> None of the provisions contained in tiffs Indenture shall require the Trustee to expend or. <br />risk its own funds or otherwise to incur individual financial liability in the performance of any of <br />its duties or hn the exercise of any of its fights or powers, if it shall have reasonable grounds for <br />believing that repayment of such funds or adequate indemnity against such risk or liability is not <br />reasonably assured to it. <br /> <br /> Section 8.02 Trustee May Rely Upon Certain Documents and Opinions. Except as <br />otherwise provided in Section 8.01, <br /> <br /> (a) the Trustee may rely and shall be protected in acting upon any resolution, <br />certificate, statement, insmunent, opLrfion, report, notice, request, consent, order, bond or other <br />paper or document believed by it to be genuine and to have been signed or presented by the <br />proper party or parties; <br /> <br /> (b) any request, direction, election, order, certification or demand of the Issuer or th.e <br />City shall be sufficiently evidenced by an instrument signed by an Issuer Representative or a <br />City Representative, as the case may be (unless otherwise in th/s Indenture specifically <br />prescribed), and any resolution oft. he Issuer may be evidenced to the Trustee by a Certified <br />Resolution; <br /> <br /> (c) the Trustee may consult with counsel (who may be c..ounsel for the Issuer or the <br />City) and the opinion of such counsel shall be full and complete authorization and protection in <br />respect of any action taken or suffered by it hereunder in good faith and in accordance with the <br />opinion of such counsel; and <br /> <br /> (d) whenever, in the administration of the trusts of this Indenture, the Trustee shall <br />deem it necessary or desirable that a matter be proved or established prior to taking or suffering <br />any action hereunder, such matter (unless other evidence in respect thereof be herein specifically <br />prescribed) may, in the absence of negligence or bad faith on the pa~. of the Trustee, bedeemed <br />to be conclusively proved and established by a Certificate of the Issuer and such Certificate of <br />the Issuer shall, in the. absence of negligence or bad faith on the part of the Trustee, be full <br />warrant to the Trustee for any action taken or suffered by it under the provisions of this Ifidenture <br />upon the fa/th thereof. <br /> <br /> Section 8.03 Trustee Not Responsible for Indenture Statements, Validity. The Trustee <br />shall not be responsible for any recital or statement herein, or in the Bonds (except in respect of <br />the certificate of the Trustee endorsed on such Bonds), or for the validity of the execution by the <br /> <br />112 <br /> <br />1763903vl 42 <br /> <br /> <br />