Common use of Duties and Responsibilities Clause in Contracts

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) The Auction Agent is acting solely as agent for the Company hereunder exclusive purpose of providing benefits to the Participants and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than their beneficiaries and defraying the Company by reason reasonable expenses of this Agreement.administering the Plan; (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Section 3.1.2. In the event that the Employer designates The Auction Agent undertakes to perform such duties Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and only such duties the Trustee has been designated as are an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth specifically in this Agreementherein, and no implied covenants or obligations this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it limited to assets held in the performance of its duties under this Agreement. Trust Fund, and The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent Trust Company shall have been negligent in ascertaining (or failing no duties with respect to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for assets held by any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, other person including, without limitation, acts any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of Godsuch individual Trustees shall be determined by vote of the majority of such individual Trustees; earthquakesprovided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; firesand further provided, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall use reasonable efforts which are consistent be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with accepted practices in the banking industry respect to resume performance as soon as practicable duties allocated to such other fiduciary under the circumstancesPlan. In no event The Trustee shall the Auction Agent not be responsible or liable for special, indirect or consequential loss or damage the breach of any kind whatsoever other such fiduciary unless the Trustee (includingi) participates knowingly in, but not limited toor knowingly undertakes to conceal, loss of profit), even if the Auction Agent has been advised of the likelihood an act or omission of such loss other fiduciary, knowing such act or damage omission is a breach, (ii) has actual knowledge of a breach by such other fiduciary and regardless of fails to make reasonable effort under the form of actioncircumstances to remedy the breach or (iii) has failed to perform its own specific fiduciary duties and thereby has enabled another fiduciary to commit a breach.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agent Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as a non-fiduciary agent for the Company Trust hereunder and owes no fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person except as specifically provided by reason of this Agreement. The Auction Agent owes no duties to any person other than BD and the Company by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) . The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, ; floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. (d) The Auction Agent shall not be be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable for in any failure respect on account of the identity, Trust or delay in the performance rights of any Person (other than itself and its obligations agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionBroker-Dealer Agreement.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreementother Person. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agent Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) . In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, loss of profitto lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person except as specifically provided by reason of this Agreement. The Auction Agent owes no duties to any person other than BD and the Company by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) . The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement agreement arising out our of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, ; floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of or utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as a non-fiduciary agent for the Company Trustee hereunder and owes no duties, fiduciary duties or otherwise, to any other Person except as specifically otherwise expressly provided by in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement. The Agreement against the Auction Agent owes no duties to any person other than the Company by reason of this AgreementAgent. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement or incorporated herein by reference from the Auction Procedures or a Broker-Dealer Agreement, and no implied covenants or obligations shall be read into this Agreement or the Auction Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, as determined by a court of competent jurisdiction, the Auction Agent Agent, whether acting directly or through agents or attorneys as provided in Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent factsfacts necessary to make such judgment as determined by a court of competent jurisdiction. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floodsfire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; acts of war or terrorism; epidemicsepidemic; riots; interruptions, loss or malfunctions of utilities; , computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actionsaction; it being understood that the Auction Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. In . (e) The Auction Agent shall not be: (i) required to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to or as contemplated by this Auction Agreement or any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be responsible or liable for special, indirect indirect, punitive or consequential loss damage (or damage loss) of any kind whatsoever (including, including but not limited to, loss of profitto lost profits), even if the Auction Agent has been advised of the likelihood of such loss damage (or damage loss) and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Calculation and Paying Agent is acting solely as agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any other Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement, except as otherwise may be provided by Sections 2.01(c), 2.02(e) and 6.04 hereof. (b) The Auction Calculation and Paying Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, Agreement and no implied covenants or obligations shall be read into this Agreement against the Auction Calculation and Paying Agent. (c) In the absence of gross negligence (and with respect to the handling of funds, in the absence of negligence), willful misconduct or negligence bad faith on its part, the Auction Calculation and Paying Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Calculation and Paying Agent shall not be liable for any error of judgment made in good faith unless and to the absence extent resulting from its own gross negligence (and with respect to the handling of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent factsfunds, its own negligence). (d) Any application by the Calculation and Paying Agent for written instructions from the Fund may, at the option of the Calculation and Paying Agent, set forth in writing any action proposed to be taken or omitted by the Calculation and Paying Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Auction Calculation and Paying Agent shall not be responsible or liable for any failure action taken by, or delay omission of, the Calculation and Paying Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any Signing Officer of the Fund actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the performance case of its obligations an omission), the Calculation and Paying Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (e) The Calculation and Paying Agent has no obligation under the terms of this Agreement arising or otherwise to enforce any rights or exercise any remedies that may be available to any Holder, Designated Owner or other Person that arise out of or causedrelate to this Agreement or otherwise. (f) Unless otherwise specified as set forth in Sections 2.02(a), directly 2.02(b), 2.04 and 6.14, the Calculation and Paying Agent shall not be required to deliver any notice or indirectly, other communication referred to herein to be delivered by circumstances beyond its reasonable control, includingit unless and until it shall have received by Electronic Means from the Fund a request to deliver such notice or other communication at least two (2) Business Days prior to the date upon which any such notice or communication is so required to be delivered (unless a shorter period of time shall be acceptable to the Calculation and Paying Agent). The Fund will not, without limitationthe prior written consent of the Calculation and Paying Agent (which consent shall not be unreasonably withheld), acts amend the Amendment in a manner that affects the rights, duties, privileges and immunities of God; earthquakes; firesthe Calculation and Paying Agent under this Agreement, floods; wars; civil the Amendment or military disturbances; sabotage; acts of war otherwise. The Fund shall deliver to the Calculation and Paying Agent (a) each proposed amendment or terrorism; epidemics; riots; interruptionsrevision of, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited supplement to, loss the Amendment that includes any such changes not later than ten (10) days prior to its effectiveness and (b) the Amendment, as it may be so amended, revised or supplemented, promptly after the effectiveness of profit)each amendment or revision thereof, even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionsupplement thereto.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement. (b) The Auction Agent undertakes to Backup Servicer shall perform such duties and only such duties as are specifically set forth specifically in this AgreementAgreement and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Agreement against the Auction AgentBackup Servicer. (cb) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent Backup Servicer may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Backup Servicer and conforming to the requirements of this Agreement and the other Transaction Documents to which it is a party; but in the case of any such certificates or opinions, which by any provision hereof are specifically required to be furnished to the Backup Servicer, the Backup Servicer shall be under a duty to examine the same and to determine whether or not they conform to the requirements of this Agreement and the other Transaction Documents to which it is a party. Neither the Backup Servicer nor any of its officers, employees or agents shall be liable to the Servicer, the SPV, the Facility Agent or the Lenders for any action taken, suffered or omitted by it taken or for refraining from the taking of any error action in accordance with customary industry standards for servicing leases and loans of judgment made the type which comprise the Pool Receivables, or for mistakes or errors in judgment; provided, however, that (i) this provision shall not protect the Backup Servicer from liability to the Servicer, the SPV, the Facility Agent or the Lenders for any losses, claims, liabilities, or damages incurred by it such party by reason of willful misconduct or gross negligence of the Backup Servicer in the performance of its duties and obligations hereunder, and (ii) in the event that the Backup Servicer becomes the successor Servicer hereunder, the Backup Servicer’s duties and responsibilities as Servicer will be as set forth elsewhere in this Agreement and it will no longer be subject to the terms of this Section 11.6. Subject to the preceding sentence, in no event will the Backup Servicer be liable to the Servicer, the SPV, the Facility Agent or the Lenders for any losses, claims, liabilities or damages incurred by such party arising out of or relating to the acts or omissions of the Backup Servicer in reliance in good faith on any document which is prepared or furnished to it by Servicer or by such other party. No damages shall be assessed or charged against the Backup Servicer when any delay or breach on its part is caused by the failure of the Servicer, the SPV, the Facility Agent or the Lenders to furnish input or information required of such party, the failure of any utility or communications company to furnish services or for any other reasons beyond the control of the Backup Servicer. (c) Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer shall only be required to perform its obligations in the time and manner set forth in this Agreement if, and to the extent, any information which is required to be delivered to the Backup Servicer or any information on which the Backup Servicer is authorized to rely on, is delivered to the Backup Servicer in accordance with provisions of this Agreement or is provided to the Backup Servicer in a format that is reasonably acceptable to the Backup Servicer, as applicable; provided, however, that nothing in this paragraph shall be construed to relieve the Backup Servicer of its obligations under this Agreement. The Auction Agent shall not be liable for Agreement if the failure to appropriately deliver or provide any error of judgment made in such information to the absence of willful misconduct unless Backup Servicer is remedied or is otherwise reasonably available to the Auction Agent shall have been negligent in ascertaining (Backup Servicer without undue cost or failing to ascertain) the pertinent factstime. (d) The Auction Agent terms of this Section 11.6 shall not be responsible or liable for any failure or delay in survive the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised termination of the likelihood of such loss or damage and regardless of the form of actionBackup Servicer’s obligations hereunder.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company Trust by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Corporation hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this the Auction Agency Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement and the Auction Agency Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of gross negligence or willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this the Agreement. The Auction Agent shall not be liable for any error of judgment resulting from the use or reliance on a source of information used in good faith unless the Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as a non-fiduciary agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including, including but not limited to, loss of profitto lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Fund or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this the Auction Agency Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement and the Auction Agency Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of gross negligence or willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this the Agreement. The Auction Agent shall not be liable for any error of judgment resulting from the use or reliance on a source of information used in good faith unless the Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable for in any failure respect on account of the identity, trust or delay in the performance rights of any Person (other than itself and its obligations agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionBroker-Dealer Agreement.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and Trustee owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement. (b) . The Auction Agent Trustee undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction AgentTrustee. (cb) In the absence of willful misconduct bad faith or gross negligence on its part, as determined by a court of competent jurisdiction, the Auction Agent Trustee shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent Trustee shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent Trustee shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent Trustee be responsible or liable for special, indirect or consequential damages or loss or damage of any kind whatsoever (including, including but not limited to, loss of profit), to lost profits) even if the Auction Agent Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Trustee may rely and shall be protected in acting or refraining from acting upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, form of bond certificate or other instrument, paper or document in good faith believed by it to be genuine. The Trustee shall not be liable for acting upon any telephone communication authorized hereby which the Trustee believes in good faith to have been given by the proper party or parties. (d) The Trustee may consult with counsel of its choice and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (e) The Trustee shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (f) The Trustee may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder. (g) The Trustee makes no representation as to the validity or adequacy of this Agreement or the Trust Shares.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Funds hereunder and owes no fiduciary duties to any other Person except as specifically provided by reason of this Agreement. The Auction Agent owes no duties to any person other than BD and the Company Fund by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) . The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, ; floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of or profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Tender and Paying Agent is acting solely as agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any other Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreement, except as otherwise may be provided by Sections 3.02(c), 3.04(b) and 7.04 hereof. (b) The Auction Tender and Paying Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, Agreement and no implied covenants or obligations shall be read into this Agreement against the Auction Tender and Paying Agent. (c) In the absence of negligence or willful misconduct or negligence on its part, the Auction Tender and Paying Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Tender and Paying Agent shall not be liable for any error of judgment made in good faith unless and to the absence of willful misconduct unless the Auction Agent shall have been extent it is negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Tender and Paying Agent is authorized and directed to execute and deliver the VRDP Shares Purchase Agreement and perform its obligations thereunder. (e) Any application by the Tender and Paying Agent for written instructions from the Fund may, at the option of the Tender and Paying Agent, set forth in writing any action proposed to be taken or omitted by the Tender and Paying Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Tender and Paying Agent shall not be responsible or liable for any failure action taken by, or delay omission of, the Tender and Paying Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any Signing Officer of the Fund actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the performance case of its obligations an omission), the Tender and Paying Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (f) The Tender and Paying Agent has no obligation under the terms of this Agreement arising or otherwise to enforce any rights or exercise any remedies that may be available to any Holder or Beneficial Owner or other Person that arise out of or causedrelate to this Agreement or otherwise. (g) Unless otherwise specified as set forth in Sections 2.01, directly 3.01, 3.02, 3.04(d), 3.04(f), 3.06 and 7.13, the Tender and Paying Agent shall not be required to deliver any notice or indirectly, other communication referred to herein or in the VRDP Shares Purchase Agreement to be delivered by circumstances beyond its reasonable control, includingit unless and until it shall have received by Electronic Means from the Fund a request to deliver such notice or other communication at least two (2) Business Days prior to the date upon which any such notice or communication is so required to be delivered (unless a shorter period of time shall be acceptable to the Tender and Paying Agent). The Fund will not, without limitationthe prior written consent of the Tender and Paying Agent (which consent shall not be unreasonably withheld), acts amend the Certificate of God; earthquakes; firesDesignation in a manner that adversely changes the rights, floods; wars; civil duties, privileges and immunities of the Tender and Paying Agent under this Agreement, the VRDP Shares Purchase Agreement or military disturbances; sabotage; acts otherwise. The Fund shall deliver to the Tender and Paying Agent (a) each proposed amendment or revision of, or supplement to, the Certificate of war Designation that includes any such changes not later than ten (10) days prior to its effectiveness and (b) the Certificate of Designation, as it may be so amended, revised or terrorism; epidemics; riots; interruptionssupplemented, loss promptly after the effectiveness of each amendment or malfunctions of utilities; computer revision thereof, or supplement thereto. (hardware or softwareh) or communications services; accidents; labor disputes (includingIn purchasing VRDP Shares hereunder, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Tender and Paying Agent shall use reasonable efforts which are consistent with accepted practices be acting as a conduit and shall not be purchasing VRDP Shares for the Fund’s or its own account, and in the banking industry absence of notice delivered by Electronic Means from the Liquidity Provider shall be entitled to resume performance assume that any VRDP Shares tendered to it for purchase are entitled to be so purchased (and the Tender and Paying Agent may assume that any Person submitting a Notice of Tender or otherwise holding himself or itself out as soon as practicable under the circumstances. In no event shall the Auction a Beneficial Owner or its Agent be responsible Member in fact is a Beneficial Owner or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profitits Agent Member), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as a non-fiduciary agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any other Person except as specifically otherwise expressly provided by in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement. The Agreement against the Auction Agent owes no duties to any person other than the Company by reason of this AgreementAgent. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement or incorporated herein by reference from the Auction Procedures or a Broker-Dealer Agreement, and no implied covenants or obligations shall be read into this Agreement or the Auction Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, as determined by a court of competent jurisdiction, the Auction Agent Agent, whether acting directly or through agents or attorneys as provided in Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent factsfacts necessary to make such judgment as determined by a court of competent jurisdiction. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floodsfire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; acts of war or terrorism; epidemicsepidemic; riots; interruptions, loss or malfunctions of utilities; , computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actionsaction; it being understood that the Auction Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. In . (e) The Auction Agent shall not be: (i) required to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to or as contemplated by this Auction Agreement or any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be responsible or liable for special, indirect indirect, punitive or consequential loss damage (or damage loss) of any kind whatsoever (including, including but not limited to, loss of profitto lost profits), even if the Auction Agent has been advised of the likelihood of such loss damage (or damage loss) and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the broker-dealer and the Company by reason of this Agreement or the Broker-Dealer Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Corporation hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this the Auction Agency Agreement. (b) . The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement and the Auction Agency Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) . In the absence of gross negligence or willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this the Agreement. The Auction Agent shall not be liable for any error of judgment resulting from the use or reliance on a source of information used in good faith unless the Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) . The Auction Agent shall not be be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable for in any failure respect on account of the identity, trust or delay in the performance rights of any Person (other than itself and its obligations agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionBroker-Dealer Agreement.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Corporation hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this the Auction Agency Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement and the Auction Agency Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of gross negligence or willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this the Agreement. The Auction Agent shall not be liable for any error of judgment resulting from the use or reliance on a source of information used in good faith unless the Auction Agent shall have been grossly negligent in the determination, calculation or declaration thereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Corporation or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company Person, by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this AgreementAgreement and the Broker-Dealer Agreements, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement agreement arising out of or causedcauses, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, ; floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent It is understood that you are acting solely as agent of DTFC. Neither you nor any of your officers, directors, employees or agents shall be liable for any action taken or omitted to be taken by you or them hereunder except for acts of gross negligence or willful misconduct by your officers, employees or agents. Neither the Company hereunder and owes no fiduciary duties Depositary nor its officers or employees shall be required to ascertain whether any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to issuance or sale of Commercial Paper Notes (or any person other than the Company by reason amendment or termination of this Agreement. ) has been duly authorized or is in compliance with any other agreement to which DTFC is a party (b) The Auction Agent undertakes whether or not the Depositary is a party to such other agreement). You undertake to perform such duties and only such duties as are set forth specifically in this Agreement, Agreement and no implied covenants or obligations shall be read into this Agreement against you and you make no representations or warranties with respect to the Auction Agent. (c) In valuation or adequacy of the absence of willful misconduct or negligence on its part, the Auction Agent Depositary's collateral. The Depositary shall also not be liable for any action taken, suffered or omitted by it any failure to take any action in connection with this Agreement or for any error of judgment made by it the services provided hereunder or otherwise to fulfill its obligations in connection with this Agreement, in the performance event and to the extent that the taking of its duties under such action or such failure arises out of or is caused by mechanical breakdown, computer or system failure or other failure of equipment, failure or malfunctioning of any communications media for whatever reason, or any You shall incur no liability in acting within the scope of this AgreementAgreement on any notice or instruction, telephonic or written, given hereunder which a Designated Person believes in good faith to have been given by an Authorized Representative or by the Liquidity Agent or the Collateral Agent; nor shall you in so acting assume or be deemed to have assumed any responsibility for the propriety of any transaction effected by you under, or the compliance of any such transaction with the Liquidity Agreement or any CP Program Document. The Auction Agent Your countersignature of any Commercial Paper Note shall be for authentication purposes only and neither you nor any person countersigning on your behalf shall have any liability on any Commercial Paper Note. You may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, request, direction, consent, report, certificate, Commercial Paper Note or other instrument, paper or document believed by you to be genuine. You shall not be liable for acting upon any error of judgment made telephone communication authorized by this Agreement which you believe in the absence of willful misconduct unless the Auction Agent shall good faith to have been negligent given by DTFC or any authorized party hereunder. You may record telephone communications with DTFC or any authorized party hereunder. Anything in ascertaining (this Agreement to the contrary notwithstanding, in no event shall you, or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not any of your directors, officers, employees or agents, be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of to DTFC or causedany third party for indirect, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect punitive, incidental or consequential loss or damage of any kind whatsoever (whatsoever, including, but not limited to, loss of profit)lost profits, even if the Auction Agent has been advised of whether or not the likelihood of such loss or damage was known to you, or any such director, officer, employee or agent. In no event shall the Depositary be considered negligent in consequence of complying with DTC's rules, regulations and regardless procedures. You may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, offered or omitted by you hereunder in good faith and in reliance thereon. No prior action or course of dealing on your part with respect to advances of the form purchase price or payments of actionmatured commercial paper shall give rise to any claim or cause of action by the Issuer, any holder, or any other party against you in the event that you refuse to pay or settle any Commercial Paper Notes for which the Issuer has not timely provided funds as required by this Agreement.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trustee and the Issuer hereunder and owes no fiduciary or other duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any other person other than the Company by reason of this Agreement and no implied duties, fiduciary or otherwise, shall be read into this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this AgreementAgreement or incorporated herein by reference from the Supplemental Indenture, and no implied covenants or obligations shall be read into this Agreement or the Supplemental Indenture against the Auction AgentAgent by reason of anything set forth in the Offering Memorandum or any other offering material employed in connection with the offering and sale of the Notes, or otherwise. In the event of a conflict between any provisions of this Agreement and the Supplemental Indenture, the provisions contained in this Agreement shall govern. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage damages of any kind whatsoever (including, but not limited to, loss of profitprofits), even if the Auction Agent has been advised of the likelihood of such loss or damage damages and regardless of the form of action, except in the event of bad faith or negligence on the part of the Auction Agent. (d) The Auction Agent represents and warrants that, assuming this Agreement is a legal, valid and binding agreement among the other parties hereto, this Agreement is a legal, valid and binding agreement of the Auction Agent enforceable in accordance with its terms, except as such enforceability may be limited by laws relating to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Auction Agent shall not be required to and shall make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own. (e) Whenever in the administration of the provisions of this Agreement the Auction Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Auction Agent, be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Broker-Dealer and delivered to the Auction Agent and such certificate, in the absence of negligence or bad faith on the part of the Auction Agent, shall be full warrant to the Auction Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the good faith thereof. (f) The Auction Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (g) Any corporation into which the Auction Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Auction Agent shall be a party, or any corporation succeeding to the business of the Auction Agent shall be the successor of the Auction Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where any instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the Company hereunder and owes no fiduciary duties to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this Agreementparties hereto. (b) The Auction Agent undertakes to perform such duties and You shall be obligated only for the performance of such duties as are specifically set forth specifically herein and may rely and shall be protected in this Agreementrelying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Holder while acting in good faith and in the exercise of your own good judgment, and no implied covenants any act done or obligations omitted by you pursuant to the advice of your own attorneys shall be read into this Agreement against the Auction Agentconclusive evidence of such good faith. (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In the absence case you obey or comply with any such order, judgment or decree of willful misconduct or negligence on its partany court, the Auction Agent you shall not be liable for to any action takenof the parties hereto or to any other person, suffered firm or omitted corporation by it reason of such compliance, notwithstanding any such order, judgment or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been negligent in ascertaining (or failing to ascertain) the pertinent factsentered without jurisdiction. (d) The Auction Agent You shall not be responsible or liable for in any failure or delay in respect on account of the performance of its obligations under this Agreement arising out of or causedidentity, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that rights of the Auction parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. (e) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. (f) Your responsibilities as Escrow Agent hereunder shall use reasonable efforts which are consistent with accepted practices in the banking industry terminate if you shall resign by written notice to resume performance as soon as practicable under the circumstanceseach party. In no the event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever such termination, the Company shall appoint a successor Escrow Agent. (includingg) If you reasonably require other or further instruments in connection with these joint Escrow Instructions or obligations in respect hereto, but not limited to, loss the necessary parties hereto shall join in furnishing such instruments. (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of profit), even if the Auction Agent has been advised possession of the likelihood of such loss securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or damage and regardless of the form of action.any part

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Corporation hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Corporation or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, ; floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company Person, by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; , earthquakes; fires, ; floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance performances as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as a non-fiduciary agent for the Company Fund hereunder and owes no duties, fiduciary duties or otherwise, to any other Person except as specifically otherwise expressly provided by in Section 4.5, and no implied duties, fiduciary or otherwise, shall be read into this Agreement. The Agreement against the Auction Agent owes no duties to any person other than the Company by reason of this AgreementAgent. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement or incorporated herein by reference from the Auction Procedures or a Broker-Dealer Agreement, and no implied covenants or obligations shall be read into this Agreement or the Auction Procedures against the Auction Agent. (c) In the absence of willful misconduct or gross negligence on its part, as determined by a court of competent jurisdiction, the Auction Agent Agent, whether acting directly or through agents or attorneys as provided in Section 3.2(d) hereof, shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent factsfacts necessary to make such judgment as determined by a court of competent jurisdiction. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floodsfire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; acts of war or terrorism; epidemicsepidemic; riots; interruptions, loss or malfunctions of utilities; , computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages)disputes; acts of civil or military authority or governmental actionsaction; it being understood that the Auction Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. In . (e) The Auction Agent shall not be: (i) required to and does not make any representations nor have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own, on any document delivered pursuant to or as contemplated by this Auction Agreement or any Broker-Dealer Agreement; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expenses or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, authority or rights of any Person executing or delivering or purporting to execute or deliver any document under this Auction Agreement or any Broker-Dealer Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Auction Agent be responsible or liable for special, indirect indirect, punitive or consequential loss or damage of any kind whatsoever (including, including but not limited to, loss of profitto lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trustee hereunder and owes no fiduciary or other duties to any other Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementAgreement and no implied duties, fiduciary or otherwise, shall be read into this agreement. (b) The Notwithstanding Section 3.01(a) above, the Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement and the Auction Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent by reason of anything set forth in the Offering Memorandum or any other offering material employed in connection with the offer and sale of the Notes, or otherwise. In no event shall the Auction Agent be liable for special, indirect or consequential loss or damages of any kind whatsoever (including, but not limited to, loss of profits), even if the Auction Agent has been advised of the likelihood of such loss or damages and regardless of the form of action, except in the event of bad faith or negligence on the part of the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent factsfacts necessary to make such judgment. (d) Whenever in the administration of the provisions of this Agreement the Auction Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Auction Agent, be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Broker-Dealer and delivered to the Auction Agent and such certificate, in the absence of negligence or bad faith on the part of the Auction Agent, shall be full warrant to the Auction Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the good faith thereof. (e) The Auction Agent shall not be responsible bound to make any investigation into the facts or liable for matters stated in any failure resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or delay in other paper or documents. (f) Any corporation into which the performance of its obligations under this Agreement arising out of Auction Agent may be merged or causedconverted or with which it may be consolidated, directly or indirectlyany corporation resulting from any merger, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil conversion or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that consolidation to which the Auction Agent shall use reasonable efforts which are consistent with accepted practices in be a party, or any corporation succeeding to the banking industry to resume performance as soon as practicable under the circumstances. In no event shall business of the Auction Agent shall be responsible or liable for special, indirect or consequential loss or damage the successor of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the likelihood parties hereto, except where any instrument of transfer or assignment is required by law to effect such loss or damage and regardless of succession, anything herein to the form of actioncontrary notwithstanding.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company Trust hereunder and owes no duties, fiduciary duties or otherwise, to any Person except as specifically provided by this Agreement. The Auction Agent owes no duties to any person other than the Company by reason of this AgreementPerson. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement Agreement, the Auction Agencygreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of willful misconduct bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties and Responsibilities. (a) The Auction Escrow Agent may act on any instrument or other writing reasonably believed by it to be genuine and to have been signed or presented by the proper person and shall have no responsibility for the accuracy thereof. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction (including without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action on inaction except its own willful misconduct or gross negligence. The Escrow Agent is acting solely as agent not charged with any knowledge of, or any duties or responsibilities in connection with, any other documents and agreements (including without limitation the Merger Agreement or Agency Agreement), and shall not be responsible for determining or compelling compliance therewith, and shall not otherwise be bound thereby. The Escrow Agent's duties and responsibilities shall be entirely administrative and not discretionary and determined only with reference to this Escrow Agreement and applicable laws. The Escrow Agent shall not be responsible for the Company hereunder and owes no fiduciary duties to any Person except as specifically provided by validity or sufficiency of this Agreement. The Auction In all questions arising under the Escrow Agreement, the Escrow Agent owes no duties may rely on the advice of counsel (provided such counsel is not counsel to any person other than the Company by reason of party to this Agreement. (b) including in-house counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice the Escrow Agent shall not be liable to anyone. The Auction Escrow Agent undertakes shall not be required to perform take any action hereunder involving any expense or liability unless the payment of such duties and expense or liability is made or provided for in a manner reasonably satisfactory to it. The Escrow Agent shall be obligated only for the performance of such duties as are expressly and specifically set forth specifically in this AgreementEscrow Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied covenants duties or obligations of any kind shall be read into this Agreement against or on the Auction part of the Escrow Agent. (c) In the absence of willful misconduct or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in the absence of willful misconduct unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires, floods; wars; civil or military disturbances; sabotage; acts of war or terrorism; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes (including, without limitation, strikes or work stoppages); acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Auction Escrow Agent be responsible or liable for specialindirect, indirect punitive, special or consequential damage or loss or damage of any kind whatsoever (including, including but not limited to, loss of profit)to lost profits) whatsoever, even if the Auction Escrow Agent has been advised informed of the likelihood of such loss or damage and regardless of the form of action. (b) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent's own gross negligence, bad faith or wilful misconduct in breach of this Agreement.