RES 02047 - Laserfiche WebLink

Section 7.02. Comoensation of the Trustee, The City shall pay from time to time. upon receipt ofa statement, to the Trustee reasonable compensation for the Trustees services and shall reimburse the Trustee for all its reasonable advances and expenditures incurred by it in the exercise and performance of its powers and duties under the Indenture. The T, ,,'ith the consent of the City (which consent shall not be unreasonably withheld. and whi.::' '1 all not be required if the City is in default hereunder). shall select and employ ai .. . .C\ to represent the Trustee in any legal proceedings. The lien of the Trustee on amounts hdd by it under the Indenture for its services rendered under the Indenture shall be superior to the rights of the Bond Owners to receive scheduled payments of principal and interest with respect to their Bonds; provided that the Trustee shall have no lien on moneys in the Redemption Account. The City shall hold harmless and indemnify the Trustee for all costs. claims. expenses and liabilities incurred by or asserted against the Trustee in the performance of its duties under this Indenture or any related document. including any such reasonable costs. claims. expenses and liabilities incurred in the course of defending itself against any claims or actions or enforcing any remedies under this Indenture or any related document. Any such indemnity shall not extend to any costs, claims. expenses or liabilities adjudicated to have been caused by the negligence or willful misconduct of the Trustee. The indemnification of the Trustee under this Indenture shall extend to its directors. officers. employees and agents, The obligations of the City under this Section shall survive the payment of the Bonds and the discharge of this Indenture. Section 7.03, Protection to Trustee, The City shall indemnify. protect and hold the Trustee harmless and the Trustee shall incur no liability for acting upon any notice. resolution. consent, order. cenificate. repon. cenificate or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, The Trustee. in its discretion. may consult with counsel. who may be counsel to the City. with regard to legal questions, and the advice or opinion of such counsel. in the absence of negligence or willful misconduct on the pan of the Trustee. shall be full and complete authorization and protection in respect of any action taken or suffered by it under the Indenture in good faith in accordance therewith. Whenever in the administration of its duties under the Indenture. the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Indenture, such matter (unless other evidence in respect thereof be specifically prescribed in the Indenture) may. in the absence of negligence or willful misconduct on the pan of the Trustee. be deerned to be conclusively proved and established by the certificate of an Authorized Officer of the City and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of the Indenture upon the faith thereof. but in its discretion the Trustee may. in lieu thereof (but shall not be obligated to). accept other evidence of such matter. The Trustee may in good faith buy. sell. own. hold and deal in any of the Bonds issued pursuant to the Indenture. and may join in any action which any Owner rnay be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee and its affiliates. either as sponsor. advisor. principal or agent. may also engage in or be interested in any financial -38- Pleasanton Cross Town Indenture (~).DOC