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<br />33 <br />its gross negligence or willful misconduct in connection with any action so taken. Such indemnity <br />shall survive the termination of this Indenture. <br />(l) All moneys received by the Trustee shall, until used or applied or invested as herein <br />provided, be held in trust for the purposes for which they were received but need not be segregated <br />from other funds except to the extent required by law. The Trustee shall not be under any liability <br />for interest on any moneys received hereunder except such as may be agreed upon. <br />(m) If any event of default under this Indenture of which the Trustee has knowledge or <br />is deemed to have knowledge pursuant to subsection (g) of this Section 8.1 shall have occurred <br />and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this <br />Indenture and shall use the same degree of care as a prudent man would exercise or use in the <br />circumstances in the conduct of his own affairs. <br />(n) The Trustee agrees to accept and act upon instructions or directions pursuant to this <br />Indenture sent by Electronic Means (as hereinafter defined), provided, however, that the Issuer <br />and the Company shall provide to the Trustee an incumbency certificate listing designated persons <br />authorized to provide such instructions, which incumbency certificate shall be amended whenever <br />a person is to be added or deleted from the listing. “Electronic Means” shall mean the following <br />communications methods: a portable document format (“pdf”) or other replicating image attached <br />to an e-mail, facsimile transmission, secure electronic transmission containing applicable <br />authorization codes, passwords and/or authentication keys issued by the Trustee, or another <br />method or system specified by the Trustee as available for use in connection with its services <br />hereunder. If the Issuer and the Company elect to give the Trustee instructions by Electronic Means <br />and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding <br />of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, <br />costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance <br />with instructions delivered by Electronic Means notwithstanding such instructions conflict or are <br />inconsistent with a subsequent written instruction. The Issuer and the Company agree to assume <br />all risks arising out of the use of Electronic Means to submit instructions and directions to the <br />Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, <br />and the risk or interception and misuse by third parties. <br />Section 8.2. Fees, Charges and Expenses of the Trustee and Paying Agent. The <br />Trustee and Paying Agent shall be entitled to payment and/or reimbursement for reasonable fees <br />for its services rendered hereunder and all advances, counsel fees and other expenses reasonably <br />and necessarily made or incurred by the Trustee or Paying Agent in connection with such services. <br />Upon an event of default, but only upon an event of default, the Trustee shall have a right of <br />payment prior to payment on account of interest on or principal of any Bond for the foregoing <br />advances, fees, costs and expenses incurred. <br />Section 8.3. Notice to Bondholders if Default Occurs. If an event of default <br />occurs of which the Trustee is by subsection (g) of Section 8.1 hereof required to take notice or if <br />notice of an event of default be given as in said subsection (g) provided, then the Trustee shall give <br />written notice thereof by registered or certified mail to the last known holders of all Bonds then <br />outstanding shown by the list of Bondholders required by the terms of this Indenture to be kept at <br />the office of the Trustee.