Common use of Deposit Trustee Clause in Contracts

Deposit Trustee. (a) The Deposit Trustee hereby accepts the trusts imposed upon it by this Trust Fund Agreement and agrees to perform said trusts, upon and subject to the following express terms and conditions: (i) The Deposit Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Fund Agreement and shall exercise such of the rights and powers vested in it by this Trust Fund Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs; provided, however, the Deposit Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Fund Agreement. (ii) The Deposit Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys or agents but shall not be answerable for the misconduct, gross negligence, or negligence of the same if such attorneys or agents have been appointed by the Deposit Trustee with due care, and shall be entitled to act upon the opinion or advice of its counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents and employees as may reasonably be employed in connection with the trust hereof. The Deposit Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for IFA) and shall not be responsible for any loss or damage resulting from any action or non-action by it taken or omitted to be taken in good faith in reliance upon such opinion or advice. (iii) The Deposit Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Parties, except as hereinafter set forth. The Deposit Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Trust Fund Agreement. (iv) The Deposit Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (v) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceedings, the Deposit Trustee shall be entitled to rely upon a certificate signed on behalf of any Party, or by an officer of any Party or such other person as may be designated for such purpose by resolution of any Party as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Deposit Trustee has been notified as provided in subsection (g), or of which by said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Deposit Trustee may accept a certificate of an officer of any Party to the effect that a resolution in the form therein set forth has been adopted by such Party as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (vi) The permissive right of the Deposit Trustee to do things enumerated in this Trust Fund Agreement shall not be construed as a duty and the Deposit Trustee shall not be answerable for other than its negligence or willful default. (vii) The Deposit Trustee shall not be presumed to have knowledge of any default or Event of Default unless the Deposit Trustee shall be specifically notified in writing of such default by any Party. (viii) At any and all reasonable times the Deposit Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, but shall not be required, to inspect all books, papers and records of the Parties, and to take such memoranda from and in regard thereto as may be desired. (ix) The Deposit Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (x) Notwithstanding anything elsewhere in this Trust Fund Agreement contained, the Deposit Trustee shall have the right, but shall not be required, to demand, in respect of the release of any property or any action whatsoever within the purview of this Trust Fund Agreement, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, deemed desirable by the Deposit Trustee for the purpose of establishing the right to the taking of any such action by the Bond Trustee for any IFA Bonds, as applicable. (xi) Before taking any action hereunder, the Deposit Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the Deposit Trustee's negligence or willful default, by reason of any action so taken. (xii) All moneys received by the Deposit Trustee shall, until used or applied as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Trust Fund Agreement or law. (b) The Deposit Trustee hereby covenants that it will comply with the obligations of the Deposit Trustee set forth in each Trust Indenture that pledges the moneys on deposit in any Account or subaccount to the holders of the IFA Bonds.

Deposit Trustee. (a) The Deposit Trustee hereby accepts the trusts imposed upon it by this Trust Fund Deposit Agreement and agrees to perform said trusts, upon and subject to the following express terms and conditions: (ia) The Deposit Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Fund Deposit Agreement and shall exercise such of the rights and powers vested in it by this Trust Fund Deposit Agreement and use the same degree of care and skill in their exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs; provided, however, the Deposit Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Fund Deposit Agreement. (iib) The Deposit Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys or agents agents, but shall not be answerable for the misconduct, gross negligence, or negligence of the same if such attorneys or agents have been appointed by the Deposit Trustee with due care, and shall be entitled to act upon the opinion or advice of its counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents and employees as may reasonably be employed in connection with the trust hereof. The Deposit Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for IFAthe Joint Board, the City or the University) and shall not be responsible for any loss or damage resulting from any action or non-non- action by it taken or omitted to be taken in good faith in reliance upon such opinion or advice. (iiic) The Deposit Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the PartiesJoint Board, the Developer, the City, the University, the Commission, the Corporation or the Foundation, except as hereinafter set forth. The Deposit Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Trust Fund Deposit Agreement. (ivd) The Deposit Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (ve) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceedings, the Deposit Trustee shall be entitled to rely upon a certificate signed on behalf of any Partythe Joint Board, the Developer, the City, the University, the Commission, the Corporation or the Foundation, or by an officer of any Party the Joint Board, the Developer, the City, the University, the Commission, the Corporation or the Foundation or such other person as may be designated for such purpose by resolution of any Party the Joint Board, the Developer, the City, the University, the Commission, the Corporation or the Foundation as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Deposit Trustee has been notified as provided in subsection (g)) below, or of which by said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Deposit Trustee may accept a certificate of an officer the Secretary of any Party the Joint Board, the Secretary of the Developer, the City Clerk of the City, the Secretary of the University, the Secretary of the Commission, the Secretary of the Commission or the Secretary of the Foundation, to the effect that a resolution in the form therein set forth has been adopted by such Party the Joint Board, the Developer, the City, the University, the Commission, the Corporation or the Foundation, as conclusive evidence that such resolution has been duly adopted, adopted and is in full force and effect. (vif) The permissive right of the Deposit Trustee to do things enumerated in this Trust Fund Deposit Agreement shall not be construed as a duty duty, and the Deposit Trustee shall not be answerable for other than its negligence or willful default. (viig) The Deposit Trustee shall be presumed to have knowledge of and upon the occurrence of an Event of Default set forth in Section 8(a)(i) hereof, but shall not be presumed to have knowledge of any other default or Event of Default unless the Deposit Trustee shall be specifically notified in writing of such default by any Partythe Joint Board, the Developer, the City, the University, the Commission, the Corporation, the Foundation or the Bond Trustee. (viiih) At any and all reasonable times the Deposit Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, but shall not be required, to inspect all books, papers and records of the PartiesJoint Board, the City, the University, the Commission, the Corporation and the Foundation related to this Transaction and to take such memoranda from and in regard thereto as may be desired. (ixi) The Deposit Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (xj) Notwithstanding anything elsewhere in this Trust Fund Deposit Agreement contained, the Deposit Trustee shall have the right, but shall not be required, to demand, in respect of the release of any property or any action whatsoever within the purview of this Trust Fund Deposit Agreement, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, deemed desirable by the Deposit Trustee for the purpose of establishing the right to the taking of any such action by the Bond Trustee for any IFA Bonds, as applicableDeposit Trustee. (xik) Before taking any action hereunderunder Section 8 hereof (other than giving notice), the Deposit Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the Deposit Trustee's ’s negligence or willful defaultmisconduct, by reason of any action so taken. (xiil) All moneys received by the Deposit Trustee shall, until used or applied as herein provided, be held in trust in the manner and for the purposes for which they were received received, but need not be segregated from other funds funds, except to the extent required by this Trust Fund Deposit Agreement or law. (b) The Deposit Trustee hereby covenants that it will comply with the obligations of the Deposit Trustee set forth in each Trust Indenture that pledges the moneys on deposit in any Account or subaccount to the holders of the IFA Bonds.