1998-10-19 Resolution 130 - Laserfiche WebLink

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• The Counterpariy hereto shall be obligated to, and hereby agrees that it will, within five (5) business days after the date required by Section 4(a)(2) of this Agreement, forward to those persons or entities scheduled to receive Annual Information a notice substantially in the form of Exhibit D attached hereto in the event that the Counterparty has not received a copy of such Annual Information; provided, however, that the Counterparty shall not give such notices as described in this paragraph and the immediately preceding paragraph if the Obligor has provided the Counterparty with notice that the Obligor has issued notice pursuant to Section 9 hereof. Section 12. Resignation and Removal of CounterpartX. The Counterparty may resign in its capacity under this Agreement at any time by giving written notice thereof to the Obligor. So long as the Obligor has not failed to honor its obligations as set forth in Sections 4, 6 and 9 hereof, the Obligor may remove the Counterparty in its capacity under this Agreement at any time by giving written notice thereof to the Counterparty. Upon such resignation or removal, the Obligor shall promptly appoint a successor Counterparty. Section 13. Indemnification. To the extent permitted by law, the Obligor releases the Counterparty from, agrees that the Counterparty shall not be liable for, and agrees to indemnify and hold the Counterparty harmless from, any liability for, or expense (including but not limited to reasonable attorney fees) resulting from, or any loss or damage that may be occasioned by, any cause whatsoever pertaining to this Agreement or the actions taken or to be taken by any Obligated Person or the Counterparty under this Agreement, except the gross negligence or willful misconduct of the Counterparty. The obligations of the Obligor under this Section 13 shall survive the resignation or • removal of the Counterparty and payment of the Bonds. Section 14. Modification of Agreement. The Obligor and the Counterparty may, from time to time, amend or modify this Agreement without the consent of or notice to the holders of the Bonds if either (a)(i) such amendment or modification is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the Obligor, or type of business conducted, (ii) this Agreement, as so amended or modified, would have complied with the requirements of the SEC Rule on the date hereof, after taking into account any amendments or interpretations of the SEC Rule, as well as any change in circumstances, and (iii) such amendment or modification .does not materially impair the interests of the holders of the Bonds, as determined either by (A) the Counterparty, the trustee under the Trust Agreement or nationally recognized bond counsel or (B) an approving vote of the holders of the Bonds pursuant to the terms of [Article _] of the Trust Agreement at the time of such amendment or modification; or (b) such amendment or modification (including an amendment or modification which rescinds this Agreement) is permitted by the SEC Rule, as then in effect. Section 15. Interpretation Under Indiana Law. It is the intention of the parties hereto that this Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with, the law of the State of Indiana. ::ODMA\PCDOCS\SBDOCS 1\245030 '7"