Common use of Trustee Instructions Clause in Contracts

Trustee Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the issuers and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuers. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such Instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; and (b) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer and/or the Company, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized OfficerOfficers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and/or the Company, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer and/or the Company, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The issuer understands Issuer and agrees the Company understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the issuers Issuer and the Company, as applicable, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuersIssuer and/or the Company, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such Instructions directions conflict or are inconsistent with a subsequent written instruction. The Issuer agreesand the Company agree: (ai) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and/or the Company, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (biv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer Company pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Company whenever a person is to be added or deleted from the listing. If the Issuer Company elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the issuers and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuers. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such Instructions conflict or are inconsistent with a subsequent written instruction. The Issuer Company agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; and (b) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (the “Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer Company and/or the Guarantors, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an the “Authorized OfficerOfficers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Company and/or the Guarantors, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer elects Company and/or the Guarantors, as applicable, elect to give the Trustee Instructions using Electronic Means and the Trustee in its reasonable, good faith discretion elects to act upon such Instructions, the Trustee’s reasonable, good faith understanding of such Instructions shall be deemed controlling. The issuer understands Company and agrees each Guarantor understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer Company and the Guarantors shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the issuers Company, the Guarantors and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuersCompany and/or a Guarantor, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding that such Instructions directions conflict or are inconsistent with a subsequent written instruction, except to the extent resulting from the Trustee’s own gross negligence, bad faith or willful misconduct; provided, that the Trustee shall have a duty to use reasonable means available to the Trustee to promptly resolve such conflict or inconsistency with the Authorized Officers who have provided such Instructions. The Issuer agreesCompany and each Guarantor agree: (ai) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the use of Electronic Means for transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the Electronic Means selected by the Company and/or a Guarantor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (biv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustees, or another method or system specified by the Trustees as available for use in connection with its services hereunder. The Trustee Trustees shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer Company shall provide to the Trustee Trustees an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized OfficerOfficers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Company whenever a person is to be added or deleted from the listing. If the Issuer Company elects to give the Trustee Trustees Instructions using Electronic Means and the Trustee Trustees in their discretion elects to act upon such Instructions, the Trustee’s Trustees’ understanding of such Instructions shall be deemed controlling. The issuer Company understands and agrees that the Trustee Trustees cannot determine the identity of the actual sender of such Instructions and that the Trustee Trustees shall conclusively presume that Instructions directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee Trustees have been sent by such Authorized Officer. The Issuer Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee Trustees and that the issuers Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuersCompany. The Trustee Trustees shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s Trustees’ reliance upon and compliance with such Instructions notwithstanding such Instructions directions conflict or are inconsistent with a subsequent written instruction. The Issuer Company agrees: (ai) to assume all risks arising out of the use of Electronic Means to submit Instructions to the TrusteeTrustees, including without limitation the risk of the Trustee Trustees acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustees and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (biv) to notify the Trustee Trustees immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf PDF files) (“Electronic Means”); provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the issuers and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuers. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such Instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; and (b) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf PDF files) (“Electronic Means”); provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The issuer Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the issuers Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuersIssuer. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such Instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; and (b) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustees, or another method or system specified by the Trustees as available for use in connection with its services hereunder. The Trustee Trustees shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer Company shall provide to the Trustee Trustees an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized OfficerOfficers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Company whenever a person is to be added or deleted from the listing. If the Issuer Company elects to give the Trustee Trustees Instructions using Electronic Means and the Trustee Trustees in their discretion elects to act upon such Instructions, the Trustee’s Trustees’ understanding of such Instructions shall be deemed controlling. The issuer Company understands and agrees that the Trustee Trustees cannot determine the identity of the actual sender of such Instructions and that the Trustee Trustees shall conclusively presume that Instructions directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee Trustees have been sent by such Authorized Officer. The Issuer Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee Trustees and that the issuers Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuersCompany. The Trustee Trustees shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s Trustees’ reliance upon and compliance with such Instructions notwithstanding such Instructions directions conflict or are inconsistent with a subsequent written instruction. The Issuer Company agrees: (ai) to assume all risks arising out of the use of Electronic Means to submit Instructions to the TrusteeTrustees, including without limitation the risk of the Trustee Trustees acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustees and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (biv) to notify the Trustee Trustees immediately upon learning of any compromise or unauthorized use of the security procedures.

Trustee Instructions. “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustees, or another method or system specified by the Trustees as available for use in connection with its services hereunder. The Trustee Trustees shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given by the Issuer pursuant to this Indenture and delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including pdf files) (“Electronic Means”); provided, however, that the Issuer shall provide to the Trustee Trustees an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized OfficerOfficers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Trustees Instructions using Electronic Means and the Trustee Trustees in their discretion elects to act upon such Instructions, the Trustee’s Trustees’ understanding of such Instructions shall be deemed controlling. The issuer Issuer understands and agrees that the Trustee Trustees cannot determine the identity of the actual sender of such Instructions and that the Trustee Trustees shall conclusively presume that Instructions directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee Trustees have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee Trustees and that the issuers Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the issuersIssuer. The Trustee Trustees shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s Trustees’ reliance upon and compliance with such Instructions notwithstanding such Instructions directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (ai) to assume all risks arising out of the use of Electronic Means to submit Instructions to the TrusteeTrustees, including without limitation the risk of the Trustee Trustees acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustees and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (biv) to notify the Trustee Trustees immediately upon learning of any compromise or unauthorized use of the security procedures.