Agenda - Council - 07/12/2022 - Laserfiche WebLink

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or any consultant or other professional retained by the Company or the Charter School pursuant to the Loan Agreement, the Pledge Agreement or any other Security Document; provided, that in the case of any such document specifically required to be furnished to the Trustee hereby or by the Loan Agreement, the Pledge Agreement or other Security Document, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements hereof or thereof. The Trustee shall hold such documents for safe-keeping purposes only, and the Trustee's receipt of such documents shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein. The Trustee may provide copies thereof to Holders that request such information. (r) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force maj eure. The term "force maj eure" means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force maj eure shall include, but not be limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics, quarantine restrictions, or other similar occurrences. (s) The Trustee shall be under no responsibility to approve or evaluate any attorney, expert, consultant, or other skilled person selected by the Issuer, the Company, or the Charter School for any of the purposes expressed in this Indenture, the Loan Agreement, or other Security Document. (t) The Trustee shall have the right to accept and act upon instructions or directions, including funds transfer instructions,pursuant to this Indenture and the Security Documents sent by Electronic Means (hereinafter defined); provided, however, that the Issuer, the Company and the Charter School (each a "Sender") shall provide to the Trustee an incumbency certificate listing designated persons authorized to provide such instructions ("Authorized Officers"), which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. As used in this paragraph, "Electronic Means" means a portable document format ("pdf') or other replicating image attached to an unsecured email, secure electronic transmission (containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee), or another method or system specified by the Trustee as available for use in connection with its services hereunder. If a Sender elects to give the Trustee instructions by 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. Each Sender 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. Each Sender shall be responsible for ensuring that only their respective Authorized Officers transmit such instructions to the Trustee, and the Senders and their Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and authentication keys provided by the Trustee, if any. 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 66 735810810