RES 94045A - Laserfiche WebLink

Section 608. Trustee May Require Opinion of Counsel. Before being required to take any discretionary action under the Tmst Agreement, the Trustee may require an opinion of counsel acceptable to Trustee, which wunsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, Trustee shall be absolutely protected in relying thereon. Section 609. (Intentionally Omitted Section 610. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the occurrence of an event of default under Section 801 of the Lease Agreement (an "Event of Default"), shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties under the Trust Agreement, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of theBonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of [he Owners of the Bonds with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, [hat the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if a[ the time there has been filed with it a written request signed by the Owners of a[ least a majority in principal amount of the Bonds then Outstanding, opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 611. Limitation on Bond Ownets' Right to Sue. No Owner of any Bond executed and delivered under the Trust Agreement shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Tntst Agreement as third party beneficiary under and pursuant to the terms of the Lease Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default under the Lease Agreement; (b) the Owners of at least a majority in aggregate principal amount of all the Bonds [hen Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such acting suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy under the Trust Agreement; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their 31 9406901M.LA1