Proceedings of the Board of Regents (1939-1942)

SECOND AUGUST MEETING, 1939

21

Washtenaw County, Michigan, by the Obligor, if properly demanded and legally
possible. If this Agreement be recorded or filed in any public office, then a
duplicate original of the appointment of any successor Trustee shall be likewise
filed or recorded in the same office.
d) The Trustee, save for gross negligence or wilful misconduct, shall not be
liable for any loss or damage whatsoever arising out of any action or failure to
act in connection with the obligations of this Agreement; and shall not be liable
for the exercise of any discretion or power hereunder, or mistakes or errors of
judgment, or otherwise, except wilful misconduct or gross negligence.
e) The Trustee shall be protected in any action taken upon any notice,
resolution, vote, request, consent, certificate, affidavit, statement, or other paper
believed by its officers to be genuine and to have been passed or signed by the
proper party or parties. The Trustee shall not be bound to recognize any person
as a holder of a Dormitory Revenue Bond unless and until the same is submitted to the Trustee for inspection, if required, and his title satisfactorily established, if disputed.
f) The Trustee may select and employ suitable agents and attorneys. The
reasonable compensation of the Trustee and such agents and attorneys shall be
paid by the Obligor. The Trustee shall be under no obligation or duty to perform
any act hereunder or defend any suit unless indemnified to its satisfaction.
Section 2. The Trustee may resign at any time, upon a proper and legal
showing, by executing and filing with the Obligor an instrument specifying the
date when such resignation shall take effect, which date shall not be less than
thirty (30) days after such writing has been filed, unless a successor Trustee
shall have been previously appointed, in which event it shall take effect immediately upon such appointment and the acceptance of the trust hereunder. The
Obligor may, upon proper and legal showing, demand and obtain the resignation of
the Trustee and secure the appointment of a successor Trustee. Any successor to
the Trustee shall be appointed by the Obligor and shall be a trust company or
bank having trust powers, in good standing, located in the State of Michigan.
Section 3. The Trustee shall hold all sums received hereunder as a special
trust fund for the benefit and security of the holders of Dormitory Revenue
Bonds from time to time outstanding hereunder, but shall not be liable for any
interest on such sum or sums if the provisions of this Agreement are carried out.
Provided, however, nothing contained in this Section shall limit the rights of the
Obligor in the "Bond and Interest Reserve Fund" should it suffer an operating
loss as set forth in Section 2 of Article V hereof, or to have earnings from the
investment of said fund utilized as provided in Section 3 of Article V hereof.
Section 4. The Trustee and the Obligor shall be protected in treating the
person in possession of any Dormitory Revenue Bond, if unregistered or registered
to bearer, and otherwise the registered owner thereof, and the bearer of any
coupons, as the true owner thereof for all purposes, and shall not be charged
with any notice to the contrary.
Article VIII
Section 1. If and when the principal and interest of all Dormitory Revenue
Bonds issued hereunder shall have been paid, or the Obligor shall have provided
for such payment by depositing with the Trustee the amount of such principal
and interest to maturity or to a date fixed for redemption as herein provided, then
this Agreement shall be terminated and shall be of no further force and effect, and
upon the request of the Obligor, the Trustee shall execute an instrument, in proper
form for recording, specifically releasing the Obligor from the covenants herein.
Article IX
Section 1. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed to be an original, and such counterparts
together shall and will constitute one and the same instrument.
In witness whereof, The Regents of the University of Michigan has caused
these presents to be signed by the President, attested by the Assistant Secretary,
and sealed with the corporate seal; and Ann Arbor Trust Company, of Ann
Arbor, Michigan, to evidence its acceptance of the trust, has caused these presents