Common use of CONDITIONS OF FISCAL AGENT’S OBLIGATIONS Clause in Contracts

CONDITIONS OF FISCAL AGENT’S OBLIGATIONS. The Fiscal Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees and to all of which the rights of holders from time to time of Securities are subject: (a) The Fiscal Agent shall be entitled to compensation as agreed in writing with the Issuer for all services rendered by it, and the Issuer agrees promptly to pay such compensation and to reimburse the Fiscal Agent for the properly incurred out-of-pocket expenses (including counsel fees) incurred by it in connection with its services hereunder. The Issuer also agrees to indemnify the Fiscal Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence or bad faith, arising out of or in connection with its acting as Fiscal Agent hereunder (including its acting as Fiscal Agent under any administrative procedures used in connection with a continuous offering of Securities), as well as the properly incurred costs and expenses of defending against any claim of liability in the premises. The obligations of the Issuer under this Section 8(a) shall survive payment of all the Securities or the resignation or removal of the Fiscal Agent. Under no circumstances shall the Fiscal Agent be liable to any person for any consequential loss (including but not limited to loss of business, goodwill, opportunity or profit). None of the provisions contained in this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties. (b) In acting under this Agreement and in connection with the Securities, the Fiscal Agent is acting solely as agent of the Issuer and does not assume any responsibility for the correctness of the recitals in the Securities (except for the correctness of the statement in its certificate of authentication thereon) or any obligation or relationship of agency or trust, for or with any of the owners or holders of the Securities, except that all funds held by the Fiscal Agent for the payment of principal of (and premium, if any) and any interest on the Securities shall be held in trust for such owners or holders, as the case may be, as set forth herein and in the Securities; provided, however, that monies held in respect of the Securities of a Series remaining unclaimed at the end of two years after the principal of all the Securities of such Series shall have become due and payable (whether at maturity or otherwise) and monies sufficient therefor shall have been duly made available for payment shall be repaid to the Issuer. Upon such repayment, the aforesaid trust with respect to the Securities of such Series shall terminate and all liability of the Fiscal Agent and Paying Agents with respect to such funds shall thereupon cease. (c) The Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof may consult with their respective counsel or other counsel satisfactory to them, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder in good faith and without gross negligence and in accordance with such opinion. (d) Except as otherwise provided in Section 4(b) hereof, the Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof each shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Security, notice, direction, consent, certificate, affidavit, statement, or other paper or document believed by it, in good faith and without gross negligence, to be genuine and to have been passed or signed by the proper parties. (e) The Fiscal Agent, any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof and their respective officers, directors and employees may become the owners of, or acquire any interest in, any Securities, with the same rights that they would have if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person, and may engage or be interested in any financial or other transaction with the Issuer, and may act on, or as depository, trustee or agent for, any committee or body of holders of Securities or other obligations of the Issuer, as freely as if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person. (f) Subject to any agreement between the Issuer and the Fiscal Agent to the contrary, the Fiscal Agent shall not be under any liability for interest on monies at any time received by it pursuant to any of the provisions of this Agreement or of the Securities and monies held by the Fiscal Agent need not be segregated except as required by law. (g) Whenever in the administration of this Agreement the Fiscal Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or gross negligence on its part, rely upon a certificate signed by any Authorized Officer and delivered to the Fiscal Agent. (h) The duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

CONDITIONS OF FISCAL AGENT’S OBLIGATIONS. The Fiscal Agent accepts its obligations herein and in the Securities set forth upon the terms and conditions hereof, including the following, to all of which the Issuer Corporation agrees and to all of which the rights hereunder of the holders from time to time of the Securities are shall be subject: (a) The Fiscal Agent shall be entitled to compensation as agreed in writing In connection with the Issuer for all services rendered by itFiscal Agent’s appointment and performance of its duties as Fiscal Agent, and the Issuer agrees promptly to Corporation will pay such compensation and to reimburse the Fiscal Agent for the properly incurred out-of-pocket expenses (including counsel fees) incurred compensation agreed upon by it in connection with its services hereunderthem. The Issuer also agrees to indemnify the Fiscal Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence or bad faith, arising out of or in connection with its acting as Fiscal Agent hereunder (including its acting as Fiscal Agent under any administrative procedures used in connection with a continuous offering of Securities), as well as the properly incurred costs and expenses of defending against any claim of liability in the premises. The obligations obligation of the Issuer Corporation under this Section 8(aparagraph (a) shall survive payment of all the Securities or the and resignation or removal of the Fiscal AgentAgent or any other termination of this Agreement. Under no circumstances shall The Corporation will indemnify the Fiscal Agent be liable to any person for any consequential loss or liability and agrees to pay or reimburse the Fiscal Agent for any reasonable expense (including but not limited to loss counsel fees) which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and performance of businessits duties as Fiscal Agent (including, goodwillwithout limitation, opportunity in its capacity as Claims Agent), except as such result from the Fiscal Agent’s negligence, bad faith, wilful misconduct or profit)that of its officers, agents and employees or breach by the Fiscal Agent of any of its obligations under this Agreement. None of The Corporation will also promptly pay the provisions contained in this Agreement shall require Fiscal Agent such sums as may be required by the Fiscal Agent to expend reimburse any agent appointed by the Corporation pursuant to Section 2 for its reasonable out-of-pocket costs and expenses in connection with the service of the Securities. (b) The Fiscal Agent shall not be responsible or risk accountable to anyone, either by reason of its authentication of any Security or for any other reason whatsoever, with respect to the validity of this Agreement or of the Securities, or for any act committed by it in good faith, or for anything whatever in connection with this Agreement or any Security, except for its own funds wilful misconduct or otherwise incur personal financial liability failure to exercise reasonable care in the performance of any of its duties. (b) duty to be performed by the Fiscal Agent hereunder. In acting under this Agreement and in connection with the Securities, the Fiscal Agent is and any agent appointed by the Corporation pursuant to Section 2 of this Agreement are acting solely as agent agents of the Issuer Corporation and does do not assume any responsibility for the correctness of the recitals in the Securities (except for the correctness of the statement in its certificate of authentication thereon) or any obligation or relationship of agency or trust, trust for or with any of the owners or holders of the Securities, except in its capacity as Claims Agent and except that all funds held by the Fiscal Agent or any agent appointed by the Corporation pursuant to Section 2 of this Agreement for the payment of the principal of (and premium, if any) and any premium or interest on the Securities shall be held in trust for by the Fiscal Agent or such owners or holdersagent, as the case may be, and applied as set forth herein and in the Securities; provided, however, that monies but need not be segregated from other funds held in respect except to the extent required by law. Any moneys paid by the Corporation to the Fiscal Agent for the payment of the Securities principal of and any premium or interest on any Security of a Series Series, and remaining unclaimed at the end of two years after the principal of all the Securities of such Series principal, premium or interest shall have become due and payable (whether at maturity stated maturity, upon call for redemption or otherwise) and monies sufficient therefor ), shall have been duly made available for payment shall then be repaid to the Issuer. Upon such repayment, Corporation upon written request as provided and in the aforesaid trust with respect to manner set forth in the Securities of such Series series, and upon such repayment the aforesaid trust shall terminate and all liability of the Fiscal Agent and Paying Agents (including in its capacity as Claims Agent) with respect to such funds moneys shall thereupon cease. (c) The Fiscal Agent and may become a creditor, directly or indirectly, of the Corporation; make any Paying Agent loan or Transfer Agent appointed by loans thereto; hold any form of indebtedness thereof (including the Issuer pursuant to Section 2 hereof may consult with their respective counsel or other counsel satisfactory to them, and the opinion of such counsel shall be full and complete authorization and protection in respect Securities of any action taken series); maintain any accounts thereof; own, accept or suffered negotiate any drafts, bills of exchange, acceptances or obligations thereof; make disbursements therefor and enter into any banking, financial or business arrangement therewith without limitation; all without any liability on the part of the Fiscal Agent for any real or apparent conflict of interest by them hereunder in good faith and without gross negligence and in accordance with reason of any such opiniondealing. (d) Except as Unless herein otherwise specifically provided, any order, notice, request or other instrument of the Corporation made or given by it under any provision of this Agreement shall be sufficient if signed by an Authorized Official. The Fiscal Agent shall be fully justified and protected in relying and acting upon any instructions received by it and signed in the manner provided in Section 4(b) hereofthe preceding sentence and shall be fully justified and protected in relying and acting upon and dealing with any Security, assignment, power of attorney, certificate, order, instruction, notice or other instrument or paper reasonably believed by the Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof each shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Security, notice, direction, consent, certificate, affidavit, statement, or other paper or document believed by it, in good faith and without gross negligence, to be genuine and to duly authorized and properly executed. The Fiscal Agent shall not be accountable for the use or application of any Securities or moneys which shall have been passed delivered or signed disposed of by it in accordance with this Agreement or for any other action taken or omitted to be taken by it in accordance with the proper partiesexpress provisions of this Agreement or the Securities (except for its authentication of the Securities). (e) The No provision of this Agreement shall be construed to relieve the Fiscal AgentAgent from liability for its own negligent action, any Paying Agent its own negligent failure to act, or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof and their respective its own wilful misconduct or that of its officers, directors or employees. The Fiscal Agent will indemnify the Corporation against any loss or liability and employees agrees to pay or reimburse the Corporation for any reasonable expenses (including reasonable counsel fees) which may become be incurred by the owners of, Corporation by reason of or acquire any interest in, any Securities, in connection with the same rights that they would have if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person, and may engage or be interested in any financial or other transaction with the Issuer, and may act on, or as depository, trustee or agent for, any committee or body failure of holders of Securities or other obligations of the Issuer, as freely as if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person. (f) Subject to any agreement between the Issuer and the Fiscal Agent to the contrary, the Fiscal Agent shall not be perform its obligations under any liability for interest on monies at any time received by it pursuant to any of the provisions of this Agreement or of the Securities and monies held by the Fiscal Agent need not be segregated except as required by law. (g) Whenever in the administration of this Agreement the Fiscal Agent shall deem it desirable that a matter be proved or established prior to takingnegligence, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or gross negligence on its part, rely upon a certificate signed by any Authorized Officer and delivered to the Fiscal Agent. (h) The duties and obligations wilful misconduct of the Fiscal Agent shall be determined solely by the express provisions or any of this Agreementits officers, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants agents or obligations shall be read into this Agreement against the Fiscal Agentemployees.

CONDITIONS OF FISCAL AGENT’S OBLIGATIONS. The Fiscal Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees and to all of which the rights of holders from time to time of Securities are subject: (a) Compensation and Indemnity The Fiscal Agent shall be entitled to reasonable compensation as agreed in writing with the Issuer for all services rendered by it, and the Issuer agrees promptly to pay such compensation and to reimburse the Fiscal Agent for the properly incurred reasonable out-of-pocket expenses (including reasonable counsel feesfees and expenses) incurred by it or its agents in connection with its services hereunder. The Issuer also agrees to indemnify the Fiscal Agent for, and to hold it harmless against, any loss, liability or expense, including, without limitation, damages, claims, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, and the allocated costs and expenses of in-house counsel, incurred without gross negligence or bad faithwillful misconduct, arising out of or in connection with its acting as Fiscal Agent hereunder (including its acting as Fiscal Agent under or in any administrative procedures used in connection with a continuous offering of Securities)other capacity hereunder, as well as the properly incurred reasonable costs and expenses of defending against any claim of liability in the premises. The obligations of the Issuer under this Section 8(a9(a) shall survive payment of all the Securities Securities, the termination of this Agreement or the resignation or removal of the Fiscal Agent. Under no circumstances shall the Fiscal Agent be liable to any person for any consequential loss (including but not limited to loss of business, goodwill, opportunity or profit). None of the provisions contained in this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties. (b) Agency In acting under this Agreement and in connection with the Securities, the Fiscal Agent is acting solely as agent of the Issuer and does not assume any responsibility for the correctness of the recitals herein or in the Securities (except for the correctness of the statement in its certificate of authentication thereonon the Securities) or any obligation or relationship of agency or trust, for or with any of the owners or holders of the Securities, except that all funds held by the Fiscal Agent for the payment of principal of (and of, premium, if any) , and any interest on the Securities shall be held in trust for such owners or holders, as the case may be, as set forth herein and in the Securities; provided, however, that monies held in respect of the Securities of a Series remaining unclaimed at the end of two years after the any principal of all of, premium, if any, or any interest on the Securities of such Series shall have become due and payable (whether at maturity or otherwise) and monies sufficient therefor shall have been duly made available for payment shall shall, together with any interest made available for payment thereon, if any, be repaid to the IssuerIssuer upon an Order. Upon such repayment, the aforesaid trust with respect to the Securities of such Series shall terminate and all liability of the Fiscal Agent and Paying Agents with respect to such funds shall thereupon cease. (c) The Fiscal Agent and any Paying Agent or Transfer Agent appointed by . In the absence of an Order from the Issuer pursuant to Section 2 hereof may consult with their respective counsel or other counsel satisfactory return unclaimed funds to them, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder in good faith and without gross negligence and in accordance with such opinion. (d) Except as otherwise provided in Section 4(b) hereof, the Fiscal Agent and any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof each shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Security, notice, direction, consent, certificate, affidavit, statement, or other paper or document believed by it, in good faith and without gross negligence, to be genuine and to have been passed or signed by the proper parties. (e) The Fiscal Agent, any Paying Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof and their respective officers, directors and employees may become the owners of, or acquire any interest in, any Securities, with the same rights that they would have if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person, and may engage or be interested in any financial or other transaction with the Issuer, and may act on, or as depository, trustee or agent for, any committee or body of holders of Securities or other obligations of the Issuer, as freely as if they were not the Fiscal Agent, such other Paying Agent or Transfer Agent or such person. (f) Subject to any agreement between the Issuer and the Fiscal Agent to the contrary, the Fiscal Agent shall not be under any liability for interest on monies at any from time received to time deliver all unclaimed funds to or as directed by it pursuant to any of the provisions of this Agreement or of the Securities and monies held applicable escheat authorities, as determined by the Fiscal Agent need not be segregated except as required by law. (g) Whenever in the administration of this Agreement the Fiscal Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) mayits sole discretion, in accordance with the absence customary practices and procedures of bad faith or gross negligence on its part, rely upon a certificate signed by any Authorized Officer and delivered to the Fiscal Agent. (h) The duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement, and the Fiscal Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.