Common use of Duties of Warrant Agent Clause in Contracts

Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Dura, shall be bound: (i) The Warrant Agent shall not be responsible for any failure of Dura to comply with any of the covenants to be complied with by Dura that are contained in this Agreement or in the Warrant Certificates. (ii) The Warrant Agent may consult at any time with counsel satisfactory thereto, and the Warrant Agent shall incur no liability or responsibility to Dura or to any Holder in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (iii) The Warrant Agent shall incur no liability or responsibility to Dura or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties thereto. (iv) Dura shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution of this Agreement, (B) reimburse the Warrant Agent for all expenses, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless against any and all losses, expenses or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this Agreement, except as a result of its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), unless such loss or damages arise as a result of the Warrant Agent's gross negligence or intentional misconduct. (v) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Dura, or become pecuniarily interested in any transaction in which Dura may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura or for any other legal entity. (vii) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for any actions which it may take or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faith. (viii) The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ during normal business hours and shall provide copies to Holders upon their written request.

Duties of Warrant Agent. The Warrant Agent undertakes only the duties and obligations expressly imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Durathe Company, shall be bound: (i) 18.2.1 The Warrant Agent shall not be responsible for any failure of Dura the Company to comply with any of the covenants to be complied with by Dura the Company that are contained in this Agreement or in the Warrant Certificates. (ii) 18.2.2 The Warrant Agent may consult at any time with counsel satisfactory thereto, and the Warrant Agent shall incur no liability or responsibility to Dura the Company or to any Holder in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. Whenever in the performance of its duties hereunder the Warrant Agent is unsure of or has questions as to what action it is required to take under this Warrant Agreement, the Warrant Agent shall promptly seek clarification thereof from the Company, and the Warrant Agent shall be fully protected and incur no liability in not taking any such action prior to receiving a written response from the Company. (iii) 18.2.3 The Warrant Agent shall incur no liability or responsibility to Dura the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties thereto. (iv) Dura 18.2.4 The Company shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution preparation, execution, delivery, amendment and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, (B) reimburse the Warrant Agent for all expenses, disbursements, counsel fees, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) if the Warrant Agent has been instructed in writing to pay out fractional shares, advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless against any and all losses, damages, judgments, fines, penalties, claims, demands, settlements, costs, expenses or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this Agreement, except as a result of its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), unless such loss or damages arise as a result . The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Warrant Agent under this Warrant Agreement will be limited to the amount of fees paid by the Company to the Warrant Agent's gross negligence or intentional misconduct. (v) 18.2.5 The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura the Company or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Dura, or become pecuniarily interested in any transaction in which Dura may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura or for any other legal entity. (vii) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for any actions which it may take or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faith. (viii) The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ during normal business hours and shall provide copies to Holders upon their written request.the

Duties of Warrant Agent. The Warrant Agent undertakes only the duties and obligations expressly imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Durathe Company, shall be bound: (i) 18.2.1 The Warrant Agent shall not be responsible for any failure of Dura the Company to comply with any of the covenants to be complied with by Dura the Company that are contained in this Agreement or in the Warrant Certificates. (ii) 18.2.2 The Warrant Agent may consult at any time with counsel satisfactory thereto, and the Warrant Agent shall incur no liability or responsibility to Dura the Company or to any Holder in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. Whenever in the performance of its duties hereunder the Warrant Agent is unsure of or has questions as to what action it is required to take under this Warrant Agreement, the Warrant Agent shall promptly seek clarification thereof from the Company, and the Warrant Agent shall be fully protected and incur no liability in not taking any such action prior to receiving a written response from the Company. (iii) 18.2.3 The Warrant Agent shall incur no liability or responsibility to Dura the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties thereto. (iv) Dura 18.2.4 The Company shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution preparation, execution, delivery, amendment and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, (B) reimburse the Warrant Agent for all expenses, disbursements, counsel fees, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) if the Warrant Agent has been instructed in writing to pay out fractional shares, advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless against any and all losses, damages, judgments, fines, penalties, claims, demands, settlements, costs, expenses or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this Agreement, except as a result of its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), unless such loss or damages arise as a result . The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Warrant Agent under this Warrant Agreement will be limited to the amount of fees paid by the Company to the Warrant Agent's gross negligence or intentional misconduct. (v) 18.2.5 The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura the Company or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the the 18.2.6 Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) 18.2.7 The Warrant Agent and any stockholdershareholder, affiliate, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Durathe Company, or become pecuniarily interested in any transaction in which Dura the Company may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura the Company or for any other legal entity. (vii) 18.2.8 The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for any actions which it may take take, suffer or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faith. (viii) 18.2.9 The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ during normal business hours and shall provide copies to Holders upon their written request.

Duties of Warrant Agent. The Warrant Agent undertakes only the ----------------------- duties and obligations expressly imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Durathe Company, shall be bound: (i) 18.2.1 The Warrant Agent shall not be responsible for any failure of Dura the Company to comply with any of the covenants to be complied with by Dura the Company that are contained in this Agreement or in the Warrant Certificates. (ii) 18.2.2 The Warrant Agent may consult at any time with counsel satisfactory thereto, and the Warrant Agent shall incur no liability or responsibility to Dura the Company or to any Holder in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. Whenever in the performance of its duties hereunder the Warrant Agent is unsure of or has questions as to what action it is required to take under this Warrant Agreement, the Warrant Agent shall promptly seek clarification thereof from the Company, and the Warrant Agent shall be fully protected and incur no liability in not taking any such action prior to receiving a written response from the Company. (iii) 18.2.3 The Warrant Agent shall incur no liability or responsibility to Dura the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties thereto. (iv) Dura 18.2.4 The Company shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution preparation, execution, delivery, amendment and administration of this AgreementAgreement and the exercise and performance of its duties hereunder, (B) reimburse the Warrant Agent for all expenses, disbursements, counsel fees, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) if the Warrant Agent has been instructed in writing to pay out fractional shares, advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless against any and all losses, damages, judgments, fines, penalties, claims, demands, settlements, costs, expenses or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this Agreement, except as a result of its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), unless such loss or damages arise as a result . The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Warrant Agent under this Warrant Agreement will be limited to the amount of fees paid by the Company to the Warrant Agent's gross negligence or intentional misconduct. (v) 18.2.5 The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura the Company or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) 18.2.6 The Warrant Agent and any stockholdershareholder, affiliate, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Durathe Company, or become pecuniarily interested in any transaction in which Dura the Company may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura the Company or for any other legal entity. (vii) 18.2.7 The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for any actions which it may take take, suffer or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faith. (viii) 18.2.8 The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ during normal business ------------ hours and shall provide copies to Holders upon their written request.

Duties of Warrant Agent. The Warrant Agent undertakes only the duties and obligations expressly imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Dura, shall be bound: (i) The Warrant Agent shall not be responsible or liable for any failure of Dura to comply with any of the covenants to be complied with by Dura that are contained in this Agreement or in the Warrant Certificates. (ii) The Warrant Agent may consult at any time with counsel satisfactory theretothereto (who may be legal counsel to Dura), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent shall incur no (including, but not limited to, any liability or responsibility to Dura or to any Holder Holder) in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (iii) The Warrant Agent shall incur no liability or responsibility to Dura or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties theretothereto or otherwise upon the advise of counsel as set forth in Section 17. (iv) Dura shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution execution, preparation, delivery and amendment of this AgreementAgreement (including, but not limited to, legal fees), (B) reimburse the Warrant Agent for all expenses, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless against any and all losses, expenses expenses, damages, settlements, fines, penalties, claims, demands or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this AgreementAgreement and the cost and expenses of defending against any claim of liability arising therefrom, directly or indirectly, except as a result of its gross negligence or bad faith, as finally determined by a court of competent jurisdiction. In Notwithstanding anything contained herein, in no case shall the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), unless even if the Warrant Agent has been advised of the likelihood of such loss or damages arise as a result damage. The indemnity provided herein shall survive the termination of this Warrant Agreement or the resignation or discharge of the Warrant Agent's gross negligence or intentional misconduct, and the termination and the expiration of the Warrants. The costs and expenses incurred in enforcing this right of indemnification shall be paid by Dura. Any liability of the Warrant Agent under this Warrant Agreement will be limited to the amount of fees paid by Dura to the Warrant Agent. (v) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Dura, or become pecuniarily peculiarly interested in any transaction in which Dura may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura or for any other legal entity. (vii) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable or responsible for any actions which it may take or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faithfaith and fairly determined by a court of competent jurisdiction. (viii) The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ designated for such purpose during normal business hours and shall provide copies to Holders upon their written request.

Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Dura, shall be bound: (i) The Warrant Agent shall not be responsible for any failure of Dura to comply with any of the covenants to be complied with by Dura that are contained in this Agreement or in the Warrant Certificates. (ii) The Warrant Agent may consult at any time with counsel satisfactory thereto, and the Warrant Agent shall incur no liability or responsibility to Dura or to any Holder in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (iii) The Warrant Agent shall incur no liability or responsibility to Dura or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties thereto. (iv) Dura shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution of this Agreement, (B) reimburse the Warrant Agent for all expenses, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless hardness against any and all losses, expenses or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this Agreement, except as a result of its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), unless such loss or damages arise as a result of the Warrant Agent's gross negligence or intentional misconduct. (v) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Dura, or become pecuniarily interested in any transaction in which Dura may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura or for any other legal entity. (vii) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for any actions which it may take or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faith. (viii) The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ during normal business hours and shall provide copies to Holders upon their written request.

Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by which the Holders, by their acceptance of Warrants, and Dura, shall be bound: (i) The Warrant Agent shall not be responsible for any failure of Dura to comply with any of the covenants to be complied with by Dura that are contained in this Agreement or in the Warrant Certificates. (ii) The Warrant Agent may consult at any time with counsel satisfactory thereto, and the Warrant Agent shall incur no liability or responsibility to Dura or to any Holder in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided that the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (iii) The Warrant Agent shall incur no liability or responsibility to Dura or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the party or parties thereto. (iv) Dura shall (A) pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution of this Agreement, (B) reimburse the Warrant Agent for all expenses, taxes (other than taxes based on such Warrant Agent's net income), governmental charges, and other charges of any kind and nature, incurred by the Warrant Agent in the performance of this Agreement, (C) advance to the Warrant Agent, upon request, funds to pay cash in lieu of fractional shares of Common Stock issuable upon exercise of Warrants and (D) indemnify the Warrant Agent and save it harmless against any and all losses, expenses or liabilities, including judgments, costs and counsel fees, arising out of or in connection with its agency under this Agreement, except as a result of its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), unless such loss or damages arise as a result of the Warrant Agent's gross negligence or intentional misconduct. (v) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve the incurrence by the Warrant Agent of expenses unless Dura or one or more Holders shall have furnished the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (vi) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of Dura, or become pecuniarily peculiarly interested in any transaction in which Dura may be interested or contract with or lend money or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for Dura or for any other legal entity. (vii) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for any actions which it may take or refrain from taking, in connection with this Agreement, except as result from its own gross negligence or bad faith. (viii) The Warrant Agent shall make copies of this Agreement available for inspection at its principal offices at _________________________ during normal business hours and shall provide copies to Holders upon their written request.