Agenda - Council - 07/12/2022 - Laserfiche WebLink

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subsequent written instruction delivered by other means. Each Sender agrees (i) to assume all risks arising out of the use of such Electronic Means to submit instructions and direction to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the use of Electronic Means; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) that it will notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. SECTION 9.2. Fees, Chartres, and Expenses of the Trustee. The Trustee and any paying agents shall be entitled to payment and reimbursement for fees for their services rendered hereunder, except for expenses incurred because of the Trustee's negligence, and for all advances and expenditures, including but not limited to advances to and fees and expenses of accountants, consultants, counsel (including allocable costs of in-house counsel), agents or other experts employed by it in the exercise and performance of its powers and duties, 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. The obligation to pay such amounts shall survive the payment in full or defeasance of the Bonds or the removal or resignation of the Trustee. SECTION 9.3. Notice to Bondholders if Event of Default Occurs. If an Event of Default occurs of which the Trustee is by Section 9.1(h)hereof required to take notice or if notice of Event of Default be given as therein provided, then the Trustee shall promptly give written notice thereof to the Bondholders and post such notice on EMMA. SECTION 9.4. 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 Bondholders of the Bonds, the Trustee may intervene on behalf of Bondholders and shall do so if requested by an instrument or one or more concurrent instruments in writing signed by Majority Bondholder(s), and if indemnified as provided in Section 9.1(1) of this Indenture. SECTION 9.5. 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 corporate 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 execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any of the Bonds to be issued hereunder shall have been authenticated,but not delivered,any successor Trustee may adopt the certificate of any predecessor 67 735810810