Agenda - Economic Development Authority - 05/24/2005

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issuer of this Indenture or the validity or execution oft. he Lease 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 or the security hereof; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of thc Issuer or the City except as herein set forth, but the Trustee may require of the Issuer and the City full information and advice as to the performance of the covenants, conditions and agreements aforesaid and of the condition of the physical property included in the Trust Estate. The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. . Section 8.04 Limits on Duties and Liabilities of Trustee. The permissive fight of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee and the Trustee shall be answerable only for its own negligence or willful default. The Trustee sha!.l not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Section 8.05 Money Held in Trust. Money held by the Trustee hereunder is held in trust but need not be segregated fi.om other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer or the City. Section 8.06 Obligation of Trustee. The Trustee shall be under no obligation to institute any suit, exercise the Option, or to take any proceeding under this Indenture, or to ente]r any appearance or in any way defend in any suit in which it may be defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any fights and powers hereunder, until it shall have reasonable grounds for believing that repayment of all costs and expenses, outlays and counsel fees and other reasonable disbursements in connection therewith and adequate indemnity against all risk and liability is reasonably assured to it; the Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without assurance of reimbursement or indemnity, and in such t;ase the Trustee shall be reimbursed for all costs and expenses, outlays and counsel' fees and other reasonable disbursements properly incurred in connection therewith. If the Issuer shall fail I:o rn~e such reimbursement from funds provided by the City, the Trustee may reimburse itself }'rom any moneys in its possession under the provisions of this Indenture (other'than moneys used to discharge Bonds under Article X hereof) and shall be entitled to a preference therefor over any of the Bonds or claims for interest Outstanding hereunder. Section 8.07 Notice to Bondholders. The Trustee shall give to the Holders of the Bonds whose names and addresses are known to it written notice of all Defaults known to the Trustee by virtue of actual knowledge of a Responsible Officer, within sixty days after the occurrence of an. ~ivent of Default unless such Default shall have been cured before the giving of such notice; provided that, except in the case of Default in the payment of principal and interest on any of the Bonds, the Trustee shall be protected in withholding such notice if and so long as its board of directors, an executive commit-tee or trust committee of directors or chief executive officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the 1 ','63903 v I 113