Laserfiche WebLink
<br />RESIGNATION, APPOINTMENT AND ACCEPTANCE AGREEMENT <br />Under Indenturc of Trust datcd as of June 15, 1999 between <br />City of Martinsvillc and SunTrust Bank (the "Trust Indenturc") <br /> <br />TillS AGREEMENT, dated as of February 20, 2007, among SunTrust Bank, ("SunTrust"), U.S. <br />Bank National Association ("U.S. Bank") and City of Martinsville (the "City")and City of Mm1insvillc <br />(the "City Council"). <br /> <br />WITNESSETH: <br /> <br />A. SunTrust currently serves as Trustee (the "Trustce") pursuant to the Trust Indenture and <br />performs the services and functions of such, subject to the terms and conditions therein. <br /> <br />B. The City with conscnt of the City Council desires to appoint U.S. Bank as successor Trustcc <br />under the Trust Indenture. SunTrust desires to assign and transfcr to U.S. Bank, and U.S. Bank desires to <br />accept and perform the scrvices, functions and dutics of the Trustee under the Trust Indenture. <br /> <br />NUW THEREFORE, the panics herel8 in consideration of the covenants and undertakings made <br />herein, agree as follows: <br /> <br />I. Capitalized terms used but not defined herein shall have the respective meanings established <br />for such terms under the Trust Indenture. <br /> <br />2. SunTrust hereby resigns as Trustee under the Trust Indenture effective as of the date of this <br />Agreement, and assigns and transfers to U.S. Bank all of SunTrust's rights, claims and obligations under <br />the Trust Indenture relating to servicesJo be performed from and after the date hereof, including without <br />limitation, the performance of all services and functions thereunder, and all payment records maintained <br />as Trustee as and when appointed hereby. <br /> <br />3. SunTrust shall have no rights, claims or obligations under the Trust Indenture as Trustee <br />relating to services to be performed from and after the date hereof; provided however, that SunTrust shall <br />remain responsible to the City and securities holders and shall retain its rights and claims under the Trust <br />Indenture for SunTrust's actions and omissions in performance of the services, functions and duties of <br />Trustee prior to the date hereof. <br /> <br />4. The City with consent of the City Council hereby appoints U.S. Bank as successor Trustee <br />under the Trust Indenture effective immediately. <br /> <br />5. U.S. Bank hereby accepts the foregoing appointment and fully assumes, as of the effective <br />date hereof, the rights, claims and obligations of Trustee and agrees to perform the services and functions <br />of the Trustee under the Trust Indenture as expressly provided therein. <br /> <br />6. Nothing in this Agree.nent shall affect any oCthe rights or obligations ofSunTrJst or U.S. <br />Bank under the corporate trust business purchase agreement between such parties or any of the related <br />ancillary agreements between such parties. <br /> <br />IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly <br />executed and delivered on its behalf as of the date first written above. <br /> <br />City of Martinsville <br /> <br />By <br /> <br />Date <br /> <br />(Please Print name and title) <br /> <br />U.S. BANK NA TIONAL ASSOCIATION <br /> <br />B;d~ !,~ <br /> <br />Diane L. Thormodsgard President, US Bank <br />Corporate Trust and Institutional Trust & Custody <br /> <br />SUNTRUST BANK <br /> <br />~;j/JA~:/ <br />By <br />Gcri Kail, Senior Vice President <br /> <br />SRANDA_I0022 <br /> <br />2 <br />