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The Refunding Trustee may consult with counsel of its choice, and the opinion of such <br /> counsel shall be full and complete authorization and protection in respect of any action taken or <br /> not taken or suffered by it hereunder in good faith and in accordance with the opinion of such <br /> counsel. <br /> The Refunding Trustee is authorized to comply with the requirements of this Agreement <br /> and is relieved from all liability for so doing notwithstanding any demand or notice to the contrary <br /> by any party hereto. The Refunding Trustee shall not be responsible or liable for any promise, <br /> representation, agreement, condition or stipulation not herein set forth; for the sufficiency, <br /> correctness, genuineness or validity of any instruments delivered to or deposited with it; for the <br /> form of execution thereof or the identity, authority or rights of any person executing or depositing <br /> the same; or for the performance or compliance by any party other than the Refunding Trustee <br /> with the terms or conditions of any such instruments; for any loss which may occur by reason of <br /> forgeries, false representations or the exercise of the Refunding Trustee's discretion in any <br /> particular manner unless such exercise is negligent or constitutes willful misconduct. <br /> If any controversy arises between the parties hereto, the Refunding Trustee shall not be <br /> required to determine the same or to take any action in the premises, but it may, in its discretion, <br /> institute such interpleader or other proceedings in connection therewith as it may deem proper, <br /> and in following either course, it shall not be liable, except as provided above. <br /> Section 9. Compensation of Refunding Trustee. The Refunding Trustee shall be paid the <br /> sum of$ for services rendered by it pursuant to the provisions of this Agreement, and <br /> such payment is inclusive of all fees, compensation and expenses of the Refunding Trustee; <br /> provided, however, that the Refunding Trustee shall be separately compensated for services <br /> performed in connection with any substitution of Acquired Obligations pursuant to Section 5 of <br /> this Agreement. <br /> In the event that the Refunding Trustee renders any service not provided for in this <br /> Agreement, or the Refunding Trustee is made a party to or intervenes in any litigation pertaining <br /> A-8 001136M DOC 94/01/19 <br />