RES 94045A - Laserfiche WebLink

adjudicated to have resulted from its negligence or willful misconduct; provided, however, the Trustee shall not seek such indemnity prior to making payments on the Bonds. The Trustee, prior to the occurrence of an event of default, and after the curing of all events of default which may have occulted, undertakes to perform only such duties as are specifically set forth in this Trust Agreement, The Trustee shall, during the existence of any event of default (which has not been cured), exercise such of [he rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use in the conduct of such person's own affairs. The Trustee shall not be deemed to have knowledge of an event of default under the Installment Purchase Contract (except in connection with a failure of the City to make Installment Payments when due) until it has actual knowledge thereof, or until notified in writing of such event of default. Section 7.04. Payment from Trust Estate Only. All payments [o be made by the Trustee under and pursuant to this Agreement shall be made only from the corpus, income and proceeds of the Trust Estate and only to the extent that the Trustee shall have received sufficient contribution, income and proceeds in accordance with the terms of this Trust Agreement. Section 7.05. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidaied or any company resulting from any merger, conversion or consolidation [o which it shall be a party or any company to which [he Trustee may sell or transfer all or substantially all of its corporate [rust business, provided that such company shall be eligible under Section 401 hereof; shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT Section 8.01. Amendment or Supplement by Consent of Owners. The Trust Agreement may be amended in writing by agreement among all of the parties, but no such amendment (except as provided below) shall become effective as to the Owners of the Bonds then Outstanding, unless and until approved by the Owners of a majority in aggregate principal amount of Bonds Outstanding; provided that no such amendment shall impair the right of any Owner [o receive his proportionate share of any principal or interest in accordance with his Bands unless consented [o by the applicable Bond Owner, Notwithstanding the foregoing, the Trust Agreement and the rights and obligations provided [hereby may also be modified or amended at any time without the consent of any Owners of the Bonds, but only (1) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Trust Agreement, or (2) in regard to questions arising under the Trust Agreement which the Authority may deem necessary or desirable end not inconsistent with the Trust Agreement and which shall not materially adversely affect the interests of the Owners; provided [hat the Authority and the Trustee may rely in entering into any such amendment of the Trust Agreement upon the opinion of nationally recognized bond counsel stating that the requirements of this sentence shall have been met with respect to such amendment, 29 9106]OIZ.IAI