RES 94045A - Laserfiche WebLink

appropriate court having jurisdiction to appoint a suceessor'frustee. Any resignation or removal of the Trustee shall not become effective until written acceptance of appointment by the successor Trustee under [he Trust Agreement. Any Trustee which shall resign or be removed pursuant to this Section shall be entitled to compensation in accordance with Section 7.02 and to reimbursement for all reasonable and proper expenses and advances incurred and not previously reimbursed for its activities al connection with the Trust Agreement and the Installment Purchase Contracts and for any indemnification due pursuant to the Ttust Agreement or the Installment Purchase Contracts and not previously paid. Any Trustee which resigns or is removed, upon payment of its unpaid wmpensation and expenses hereunder, shall fully discharge all the right, title and interest of the retiring Trustee and the Tmst Estate shall vest in said successor Trustee, and such retiring Trustee shall promptly pay over, assign and deliver to the successor Tnustee any money or other property constituting part of the Trust Estate then held by such Trustee, and deliver any and all records, or copies thereof, in respect of the Trust Estate which it may have. *SecKion 7.02. Compensation of the Trustee. The Authority shall cause the City to pay from time to time, upon receipt of a statement, [o the Trustee reasonable compensation for the Trustee's services and shall reimburse the Trustee for all its reasonable advances and expenditures, including but not limited to advances to and fees and expenses of independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its * To be revised. powers and duties under the Trust Agreement. Such compensation and reimbursement shall be paid promptly by the City. The lien of the Trustee on amounts held by i[ under the Trust Indenture for its services rendered under the Trust Agreement 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 or the Rebate Fund. The Authority shall cause the City, under the Installment Purchase Contract, to 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 Trust Agreement or any related document, including any such reasonable costs, clauns, expenses and liabilities incurred in the course of defending itself against any claims or actions or enforcing any remedies under this Trust Agreement 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 Trust Ageement shall extend to its directors, officers, employees and agents. The obligations of the Authority under this Section shall survive the payment of the Bonds and the discharge of this Trust Agreement. Section 7.03. Protection [o Trustee. The Authority shall cause the City to indemnify, protect and hold the Trustee harmless and the Trustee shall incur no liability for acting upon any notice, resolution, consent, order, certificate, report, Bond or other paper or document reasonably believed by it to be genuine and [o have been signed or presented by the proper party or 27 5*ob~arz.ut