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reasonable compensation of its attorneys and counsel <br />and of such persons as ~ may employ in the <br />• administration or management of the trusts hereunder, <br />and all other reasonable expenses necessarily incurred <br />or actually disbursed hereunder, the Authority agrees <br />to pay to the Trustee on demand, and for such payment <br />the Trustee shall have a lien on all funds in the hands <br />of the Trustee not held in trust for any specific <br />purpose in priority to the rights and claims of the <br />holders of said Bonds. <br />(d) The Trustee shall not be responsible in any <br />manner for: <br />(1) The validity, execution, <br />acknowledgment, filing or recording of this <br />Agreement or-any agreement supplemental <br />hereto, or the refiling or rerecording <br />thereof; <br />(2) for any recitals, covenants or <br />agreements of the Authority in the Bonds or <br />herein contained, except to pay from the <br />Operation Fund expenses incurred by the <br />Authority to enable it to comply with its <br />covenants contained herein; <br />(3) for the default or misconduct of any <br />• agent or employee appointed by it, if such <br />agent or employee shall have been selected <br />with reasonable .care, or for anything done by <br />it in connection with this trust, except for <br />its willful misconduct or gross negligence;. <br />(4) for the consequence of any act done <br />in good faith; or, <br />(5) for any actions taken by the Trustee <br />in accordance with the opinion of counsel <br />employed by the Trustee. <br />(e) The Trustee shall be under no obligation to <br />keep advised or informed as to whether the Authority is <br />in default under any of the terms or covenants of this <br />Agreement; and unless and until the Trustee shall have <br />received written notice to the contrary from the <br />holders of at least five percent (5%) in principal <br />amount of the Bonds then. outstanding hereunder, the <br />Trustee may, for all purposes of this Agreement, assume <br />that the Authority is .not in default hereunder and that.. <br />none of the events hereinbefore defined as "events of <br />default" has happened. <br />(f) The Trustee shall not be required to appear in <br />• or defend any suit which may be brought against it <br />- respecting the Facility, or by reason of being Trustee <br />-35- <br />