11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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(2) the Trustee shall not be liable with respect to anyaction taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority of Holders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 8.02 Trustee May Rely Upon Certain Documents and Opinions. Except as otherwise provided in Section 8.01, (a) the Trustee may rely and shall be protected in acting upon any resolution,certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, election, order, certification or demand of the City or the Borrower shall be sufficiently evidenced by an instrument signed by an Authorized City Representative, an Authorized Borrower Representative (unless otherwise in this Indenture specifically prescribed), and any resolution of the City may be evidenced to the Trustee by a Certified Resolution; (c) the Trustee may consult with counsel (who may be counsel for the City or the Borrower)and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel; and (d) whenever,in the administration ofthe trusts ofthis Indenture,the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the City and such Certificate of the City shall, in the absence of negligence or bad faith on the part of the Trustee, be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. Section 8.03 Trustee Not Responsible for Indenture Statements,Validity. The Trustee shall not be responsible for any recital or statement herein,or in the Bonds or any other document in connection with the sale of the Bonds(except in respect of the Certificate of the Trustee endorsed on Bonds),or for the validity of the execution by the City of this Indenture or the validity or execution of the Loan Agreement, the Mortgage, or the Bond Resolution or of any supplemental instrument,or for the sufficiency of the security of the Bonds issued hereunder or intended to be secured hereby,or for the value or title of any of the Trust Estate,or otherwise as to the maintenance of the security;and the Trustee shall not be bound to ascertain or inquire as to their performance or observance of any covenant,condition or agreement except as herein set - 55 -