Agenda - Council - 08/13/2013 - Laserfiche WebLink

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(1) Before taking the action referred to in Sections 9.03, 9.04 or 9.09 hereof, the Trustee may require that a satisfactory indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any such action. (m) No provision of this Indenture or any other document related hereto shall require the Trustee to risk or advance its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, 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 indemnity against such risk or liability is not reasonably assured to it. (n) All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. (o) Without limiting the duties of the Trustee expressly set forth herein, the Trustee shall have no obligation or responsibility whatsoever in connection with (i) any federal or state tax-exempt status of the Bonds or the interest thereon; (ii) the consequences of the investment or non -investment of any fiends or accounts relating to the Bonds or the use of proceeds of the Bonds under Section 148 of the Code, (iii) the calculation of any amount required to be rebated to the United States under Section 148 of the Code; or (iv) compliance by the Issuer, the Company, or the School with the Tax Regulatory Agreement, Section 10.02 Fees, Charges and Expenses of the Trustee. The Trustee and any paying agents shall be entitled to payment and reimbursement for reasonable fees for their services rendered hereunder, except for expenses incurred because of the Trustee's negligence, and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services, as provided in Section 4.2(c) of the Loan Agreement. Upon an Event of Default, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of, premium, if any, and interest on any Bond upon the Trust Estate for the foregoing fees, charges and expenses incurred by the Trustee. Section 10,03 Notice to Registered Owners if Default Occurs. If a Default occurs of which the Trustee is by Section 10.01(h) hereof required to take notice or if notice of Default be given as therein provided, then the Trustee shall promptly give written notice thereof to the Majority Bondholder and the Registered Owners. Section 10.04 Intervention by the Trustee. In any judicial proceeding to which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Registered Owners of the Bonds, the Trustee may intervene on behalf of Registered Owners and shall do so if requested in writing by the Registered Owners of at least a majority of the aggregate principal amount of Outstanding Bonds, and if indemnified as provided in Section 10.01(1) hereof. Section 10.05 Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the 43 5600797v 1