RES 02047 - Laserfiche WebLink

or other transaction with the City, and may act as depository. trustee, or agent for any committee or body of Owners of Bonds or other obligations of the City as freely as if it were not Trustee under the Indenture, The recitals, statements and representations contained in this Indenture or in the Bonds, save only the Trustee's authentication of the Bonds. shall be taken and construed as rnade by and on the part of the Cit)', and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. The Trustee shall not be deemed to make any representations with respect to the security afforded by this Indenture, The Trustee may execute any of the trusts or powers hereof and perform the duties required of it under the Indenture by or through attorneys. agents, or receivers. and shall be entitled to advice of counsel concerning all matters of trust and its duty under the Indenture, The Trustee shall be fully reimbursed by the City for reasonable expenses incurred in connection with the performance of its obligations under the Indenture, The Trustee. with the consent of the City (which consent shall not be unreasonably withheld. and which consent shall not be required if the City is in default hereunder). shall select and employ an attorney to represent the Trustee in any legal proceedings. Upon any default by. or misconduct of. any agent. attorney or receiver appointed by the Trustee. the Trustee shall fully pursue all remedies available to it against such attorney, agent or receiver. and the proceeds of the exercise of such remedies shall be used to reimburse the City for any loss it may have suffered as a result of the default or misconduct of such agent, attorney or receiver. Before taking any rernediaI action hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity satisfactory to the Trustee be furnished for the reimbursernent of all reasonable expenses to which it may be put and to protect it against all liability which may be incurred in connection with the taking of such action. except liability which is 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 or waiving of all Events of Default which may have occurred. undertakes to perform only such duties as are specifically set forth in this Indenture. The Trustee shall. during the existence of any Event of Default (which has not been cured or waived). exercise such of the rights and powers vested in it by this Indenture. and use the same degree of care and skill in their exercise. as a reasonable 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 (except in connection with a failure of the City to make Debt Service Payments when due) until a Responsible Officer has actual knowledge thereof. or until notified in writing of such Event of Default. The Trustee shall have no responsibility with respect to any information. staternent. or recital in any official statement. offering rnemorandum or any other disclosure material prepared or distributed with respect to the Bonds. -39- Pleasamon Cross Town Indenture (2).DOC