Common use of Limitation of Duties and Liabilities Clause in Contracts

Limitation of Duties and Liabilities. The Trustee shall not be responsible in any way for the purpose or propriety of any distribution made pursuant to Article 7 of the BPD, or any other action or nonaction taken pursuant to the request of the Employer, the Plan Administrator, a Participant, or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Article 4.14 of the BPD, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4 of the BPD. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its successors and assigns from any liability arising from any actions taken or not taken per direction from the Employer, Plan Administrator, Participant or Beneficiary, and from any and all liability whatsoever, which may arise in connection with the Plan, except liability arising from the gross negligence or willful misconduct of the Trustee. The Trustee shall not be under any duty to take any action other than as herein specified with respect to the Trust, unless the Employer shall furnish the Trustee with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect to the Trust unless the Trustee shall have first agreed to do so and shall have been fully indemnified to its satisfaction. The Trustee and its agents may conclusively rely upon and shall be protected in acting upon any written order from the Employer, Plan Administrator, Participant, or Beneficiary or its delegate or any other notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed, and, so long as it acts in good faith, in taking or omitting to take any other action. The Trustee may delegate to one or more entities the performance of recordkeeping and other ministerial services in connection with the Plan, for a reasonable fee to be borne by the Trustee and not by the Plan or the Trust. Any such agent’s duties and responsibilities shall be confined solely to the performance of such services and shall continue only for so long as the Trustee named in the Adoption Agreement serves as Trustee. The Trustee shall not have any liability with respect to money transferred to an insurance company pursuant to the Plan. The Trustee shall be fully protected in acting upon the directions of the Plan Administrator in making benefit distributions, and shall have no duty to determine the rights or benefits of any person under the Plan or to inquire into the right or power of the Plan Administrator to direct any such distribution. A beneficiary designation form completed and filed in accordance with Article 7.4 of the BPD shall be deemed a direction of the Plan Administrator for purposes of this Section. The Trustee shall be entitled to assume conclusively that any determination by the Plan Administrator with respect to a distribution meets the requirements of the Plan. The Trustee shall not be required to make any payment hereunder in excess of the net realizable value of the assets of the Trust held for the Participant at the time of such payment, nor to make any payment in cash unless the Plan Administrator has furnished instructions in a form and manner acceptable to the Trustee as to the assets to be converted to cash for the purposes of making payment. The Trustee is expressly authorized to liquidate any assets held in a Participant’s Account to make a payment under this Section but shall not be deemed to have exercised any fiduciary discretion in doing so.

Limitation of Duties and Liabilities. (a) The Trustee ADS Rights Agent shall have no duties or obligations other than those specifically set forth herein, including any duties or obligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Rights Agent. (b) The ADS Rights Agent makes no, and will not be deemed to have made any, representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any securities or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents. (c) The ADS Rights Agent shall not be responsible obligated to commence or voluntarily participate in any way suit, action or proceeding arising or related to this Agreement. (d) The ADS Rights Agent shall not be liable or responsible for the purpose or propriety of any distribution made pursuant to Article 7 of the BPDstatements of fact or recitals contained in this Agreement, any document relating to the ADS Rights or Rights, or any other action document or nonaction taken pursuant security delivered to the request of the Employer, the Plan Administrator, a Participant, or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Article 4.14 of the BPD, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4 of the BPD. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its successors and assigns from any liability arising from any actions taken or not taken per direction from the Employer, Plan Administrator, Participant or Beneficiary, and from any and all liability whatsoever, which may arise it in connection with the Planthis Agreement, except liability arising from the gross negligence or willful misconduct of the Trustee. The Trustee and shall not be under any duty to take any action other than as herein specified with respect to the Trustrequired to, unless the Employer shall furnish the Trustee with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect to the Trust unless the Trustee shall have first agreed to do so and shall have been fully indemnified to its satisfaction. not, verify or determine the correctness, validity or accurateness of any such statements or recitals contained therein. (e) The Trustee and its agents ADS Rights Agent may conclusively rely upon and comply with, and shall be protected in acting incur no liability for relying upon and complying with, any written order from the Employercertificate, Plan Administratorinstrument, Participantopinion of counsel, or Beneficiary or its delegate or any other notice, requestletter, resolution, telegram, records, waiver, consent, certificate order, certificate, or other paper, document, instrument or paper security delivered to it believed by it to be genuine and to have been properly executedsigned, andsent or presented by the proper party or parties. (f) The ADS Rights Agent will be entitled to rely upon any instructions or directions furnished to it by the Company, so long as it acts in good faith, in taking and to apply to the Company for advice or omitting to take any other action. The Trustee may delegate to one or more entities the performance of recordkeeping and other ministerial services instructions in connection with its duties, and (i) will be entitled to treat as genuine, and as the Plandocument it purports to be, any letter or other document or instrument furnished to it by such individuals and (ii) shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by the ADS Rights Agent for written instructions from the Company may, at the option of the ADS Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Rights Agent under this Agreement and the date on/or after which such action shall be taken or such omission shall be effective. The ADS Rights Agent shall not be liable for any action taken by, or omission of, the ADS Rights Agent in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or the effective date in the case of an omission), the ADS Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (g) The ADS Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and ADS Rights Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed, instructed and supervised with due care by it hereunder. (h) The ADS Rights Agent shall not be liable for any Losses or action taken or omitted or for any loss or injury resulting from its or its agents actions or performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, in which case it shall be liable for only those Losses directly caused by such conduct. In no event shall the ADS Rights Agent be liable for (i) acting in accordance with the instructions from the Company or the Company’s counsel or any agent appointed by the Company to act on behalf of Company, (ii) indirect, special, consequential or punitive damages, for a reasonable fee lost profits, or for loss of business, or (iii) any Losses due to forces beyond the control of the ADS Rights Agent or its agents, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the ADS Rights Agent and each of its agents with respect to, arising from or arising in connection with this Agreement or from any and all services provided or omitted to be borne by the Trustee and not by the Plan provided hereunder, whether in contract, tort or the Trust. Any such agent’s duties and responsibilities shall be confined solely to the performance of such services and shall continue only for so long as the Trustee named in the Adoption Agreement serves as Trustee. The Trustee shall not have any liability with respect to money transferred to an insurance company pursuant to the Plan. The Trustee shall be fully protected in acting upon the directions of the Plan Administrator in making benefit distributionsotherwise, is limited to, and shall have no duty to determine not exceed, the fee compensation received by the ADS Rights Agent specifically for providing the rights agency services hereunder. (i) The ADS Rights Agent shall not be liable for any Losses (as defined below) or benefits action taken or omitted or for any loss or injury resulting from its actions or performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, in which case it shall be liable for only those Losses caused by such conduct. (j) The ADS Rights Agent shall escheat any person under property held by the Plan or to inquire into the right or power of the Plan Administrator to direct any such distribution. A beneficiary designation form completed and filed ADS Rights Agent in accordance with Article 7.4 of the BPD shall be deemed a direction of the Plan Administrator for purposes of this Section. The Trustee shall be entitled to assume conclusively that any determination by the Plan Administrator with respect to a distribution meets the requirements of the Plan. The Trustee shall not be required to make any payment hereunder in excess of the net realizable value of the assets of the Trust held for the Participant at the time of such payment, nor to make any payment in cash unless the Plan Administrator has furnished instructions in a form and manner acceptable to the Trustee as to the assets to be converted to cash for the purposes of making payment. The Trustee is expressly authorized to liquidate any assets held in a Participant’s Account to make a payment under this Section but shall not be deemed to have exercised any fiduciary discretion in doing soapplicable law.

Limitation of Duties and Liabilities. The Trustee shall not be responsible in any way for the purpose or propriety of any distribution made pursuant to Article 7 of the BPD, or any other action or nonaction taken pursuant to the request of the Employer, the Plan Administrator, a Participant, or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Article 4.14 of the BPD, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4 of the BPD. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its successors and assigns from any liability arising from any actions taken or not taken per direction from the Employer, Plan Administrator, Participant or Beneficiary, and from any and all liability whatsoever, which may arise in connection with the Plan, except liability arising from the gross negligence or willful misconduct of the Trustee. The Trustee shall not be under any duty to take any action other than as herein specified with respect to the Trust, unless the Employer shall furnish the Trustee with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect to the Trust unless the Trustee shall have first agreed to do so and shall have been fully indemnified to its satisfaction. The Trustee and its agents may conclusively rely upon and shall be protected in acting upon any written order from the Employer, Plan Administrator, Participant, or Beneficiary or its delegate or any other notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed, and, so long as it acts in good faith, in taking or omitting to take any other action. The Trustee may delegate to one or more entities the performance of recordkeeping and other ministerial services in connection with the Plan, for a reasonable fee to be borne by the Trustee and not by the Plan or the Trust. Any such agent’s duties and responsibilities shall be confined solely to the performance of such services and shall continue only for so long as the Trustee named in the Adoption Agreement serves as Trustee. The Trustee shall not have any liability with respect to money transferred to an insurance company pursuant to the Plan. The Trustee shall be fully protected in acting upon the directions of the Plan Administrator in making benefit distributions, and shall have no duty to determine the rights or benefits of any person under the Plan or to inquire into the right or power of the Plan Administrator to direct any such distribution. A beneficiary designation form completed and filed in accordance with Article 7.4 7.2 of the BPD shall be deemed a direction of the Plan Administrator for purposes of this Section. The Trustee shall be entitled to assume conclusively that any determination by the Plan Administrator with respect to a distribution meets the requirements of the Plan. The Trustee shall not be required to make any payment hereunder in excess of the net realizable value of the assets of the Trust held for the Participant at the time of such payment, nor to make any payment in cash unless the Plan Administrator has furnished instructions in a form and manner acceptable to the Trustee as to the assets to be converted to cash for the purposes of making payment. The Trustee is expressly authorized to liquidate any assets held in a Participant’s Account to make a payment under this Section but shall not be deemed to have exercised any fiduciary discretion in doing so.

Limitation of Duties and Liabilities. (a) The Trustee ADS Rights Agent shall have no duties or obligations other than those specifically set forth herein, including any duties or obligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Rights Agent. (b) The ADS Rights Agent makes no, and will not be deemed to have made any, representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any securities or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents. (c) The ADS Rights Agent shall not be responsible obligated to commence or voluntarily participate in any way suit, action or proceeding arising out of or related to this Agreement. (d) The ADS Rights Agent shall not be liable or responsible for the purpose or propriety of any distribution made pursuant to Article 7 of the BPDstatements of fact or recitals contained in this Agreement, any document relating to the ADS Rights or Rights, or any other action document or nonaction taken pursuant security delivered to the request of the Employer, the Plan Administrator, a Participant, or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Article 4.14 of the BPD, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4 of the BPD. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its successors and assigns from any liability arising from any actions taken or not taken per direction from the Employer, Plan Administrator, Participant or Beneficiary, and from any and all liability whatsoever, which may arise it in connection with the Planthis Agreement, except liability arising from the gross negligence or willful misconduct of the Trustee. The Trustee and shall not be under any duty to take any action other than as herein specified with respect to the Trustrequired to, unless the Employer shall furnish the Trustee with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect to the Trust unless the Trustee shall have first agreed to do so and shall have been fully indemnified to its satisfaction. not, verify or determine the correctness, validity or accurateness of any such statements or recitals contained therein. (e) The Trustee and its agents ADS Rights Agent may conclusively rely upon and comply with, and shall be protected in acting incur no liability for relying upon and complying with, any written order from the Employercertificate, Plan Administratorinstrument, Participantopinion of counsel, or Beneficiary or its delegate or any other notice, requestletter, resolution, telegram, records, waiver, consent, certificate order, certificate, or other paper, document, instrument or paper security delivered to it believed by it to be genuine and to have been properly executedsigned, andsent or presented by the proper party or parties. (f) The ADS Rights Agent will be entitled to rely upon any instructions or directions furnished to it by the Company, so long as it acts in good faith, in taking and to apply to the Company for advice or omitting to take any other action. The Trustee may delegate to one or more entities the performance of recordkeeping and other ministerial services instructions in connection with its duties, and (i) will be entitled to treat as genuine, and as the Plandocument it purports to be, any letter or other document or instrument furnished to it by such individuals and (ii) shall not be liable for a reasonable fee any action taken or suffered to be borne taken by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by the Trustee and not ADS Rights Agent for written instructions from the Company may, at the option of the ADS Rights Agent, set forth in writing any action proposed to be taken or omitted by the Plan ADS Rights Agent under this Agreement and the date on/or after which such action shall be taken or such omission shall be effective. The ADS Rights Agent shall not be liable for any action taken by, or omission of, the ADS Rights Agent in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or the Trusteffective date in the case of an omission), the ADS Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. Any such agent’s duties The ADS Rights Agent need not, however, act upon any instructions which it reasonably believes to be contrary to law, regulation or market practice, and responsibilities the ADS Rights Agent shall be confined solely under no duty to investigate whether any instructions comply with applicable law or market practice. In the performance event the ADS Rights Agent does not act upon such instructions, the ADS Rights Agent will notify the Company where reasonably practicable; (g) The ADS Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and the ADS Rights Agent shall not be responsible for any misconduct or negligence on the part of such any nominee, correspondent, designee, agent, subagent or subcustodian appointed, instructed and supervised with due care by it hereunder. The ADS Rights Agent may use third party delivery services and providers of information and other services and agents and shall continue only not be responsible for any errors or omissions made by any such third party delivery service or provider of information or other services so long as the Trustee named ADS Rights Agent used reasonable care in the Adoption Agreement serves selection and retention of such third party providers and agents. Notwithstanding anything to the contrary contained herein, and subject to the limitations of liability set forth in (h) below, the Depositary (including acting in its role as Trustee. The Trustee ADS Rights Agent) shall not have any liability with respect to money transferred to an insurance company pursuant to the Plan. The Trustee shall be fully protected in acting upon the directions of the Plan Administrator in making benefit distributionsresponsible for, and shall have incur no duty liability in connection with or arising from, any act or omission to determine act on the rights or benefits of any person under the Plan or to inquire into the right or power part of the Plan Administrator Custodian except to direct any such distribution. A beneficiary designation form completed and filed the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary (including acting in its role as ADS Rights Agent) or (ii) failed to use reasonable care in the provision of custodial services to the Depositary (including in its role as ADS Rights Agent) as determined in accordance with Article 7.4 of the BPD shall be deemed a direction of standards prevailing in the Plan Administrator for purposes of this Section. United Kingdom. (h) The Trustee shall be entitled to assume conclusively that any determination by the Plan Administrator with respect to a distribution meets the requirements of the Plan. The Trustee ADS Rights Agent shall not be required to make liable for any payment Losses or action taken or omitted or for any loss or injury resulting from its or its agents actions or performance or lack of performance of its duties hereunder in excess the absence of gross negligence or willful misconduct on its part, in which case it shall be liable for only those Losses directly caused by such conduct. In no event shall the ADS Rights Agent be liable for (i) acting in accordance with the instructions from the Company or the Company’s counsel or any agent appointed by the Company to act on behalf of the net realizable value Company, (ii) indirect, special, consequential or punitive damages, for lost profits, or for loss of business, or (iii) any Losses due to forces beyond the control of the assets ADS Rights Agent or its agents, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, fire, flood, civil or labor disturbance, riot, rebellion, storm, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud, forgery, electrical, mechanical, computer or communications facilities failures or malfunctions, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Trust held for the Participant at the time ADS Rights Agent and each of such paymentits agents with respect to, nor to make arising from or arising in connection with this Agreement or from any payment in cash unless the Plan Administrator has furnished instructions in a form and manner acceptable to the Trustee as to the assets all services provided or omitted to be converted to cash for the purposes of making payment. The Trustee provided hereunder, whether in contract, tort or otherwise, is expressly authorized to liquidate any assets held in a Participant’s Account to make a payment under this Section but limited to, and shall not be deemed to have exercised any fiduciary discretion in doing soexceed, the fee compensation received by the ADS Rights Agent specifically for providing the rights agency services hereunder.

Limitation of Duties and Liabilities. (a) The Trustee ADS Rights Agent shall have no duties or obligations other than those specifically set forth herein, including any duties or obligations under any other agreement, and no implied duties or obligations shall be read into this Agreement against the ADS Rights Agent. (b) The ADS Rights Agent makes no, and will not be deemed to have made, any representations with respect to, and shall have no duties, responsibilities or obligations with respect to determining, the validity, sufficiency, value or genuineness of any securities or other documents deposited with or delivered to it or any signature or endorsement set forth on or in connection with such documents. (c) The ADS Rights Agent shall not be responsible obligated to commence or voluntarily participate in any way suit, action or proceeding arising or related to this Agreement. (d) The ADS Rights Agent shall not be liable or responsible for the purpose or propriety of any distribution made pursuant to Article 7 of the BPDstatements of fact or recitals contained in this Agreement, any document relating to the ADS Rights or Rights, or any other action document or nonaction taken pursuant security delivered to the request of the Employer, the Plan Administrator, a Participant, or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Article 4.14 of the BPD, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4 of the BPD. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its successors and assigns from any liability arising from any actions taken or not taken per direction from the Employer, Plan Administrator, Participant or Beneficiary, and from any and all liability whatsoever, which may arise it in connection with the Planthis Agreement, except liability arising from the gross negligence or willful misconduct of the Trustee. The Trustee and shall not be under any duty to take any action other than as herein specified with respect to the Trustrequired to, unless the Employer shall furnish the Trustee with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect to the Trust unless the Trustee shall have first agreed to do so and shall have been fully indemnified to its satisfaction. not, verify or determine the correctness, validity or accurateness of any such statements or recitals contained therein. (e) The Trustee and its agents ADS Rights Agent may conclusively rely upon and comply with, and shall be protected in acting incur no liability for relying upon and complying with, any written order from the Employercertificate, Plan Administratorinstrument, Participantopinion of counsel, or Beneficiary or its delegate or any other notice, requestletter, resolution, telegram, records, waiver, consent, certificate order, certificate, or other paper, document, instrument or paper security delivered to it believed by it to be genuine and to have been properly executedsigned, andsent or presented by the proper party or parties. (f) The ADS Rights Agent will be entitled to rely upon any instructions or directions furnished to it by the Company, so long as it acts in good faith, in taking and to apply to the Company for advice or omitting to take any other action. The Trustee may delegate to one or more entities the performance of recordkeeping and other ministerial services instructions in connection with its duties, and (i) will be entitled to treat as genuine, and as the Plandocument it purports to be, any letter or other document or instrument furnished to it by such individuals and (ii) shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any officer, director or attorney in fact or for any delay in acting while waiting for those instructions. Any application by the ADS Rights Agent for written instructions from the Company may, at the option of the ADS Rights Agent, set forth in writing any action proposed to be taken or omitted by the ADS Rights Agent under this Agreement and the date on/or after which such action shall be taken or such omission shall be effective. The ADS Rights Agent shall not be liable for any action taken by, or omission of, the ADS Rights Agent in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or the effective date in the case of an omission), the ADS Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (g) The ADS Rights Agent may perform any duties hereunder either directly or by or through its nominees, correspondents, designees, agents, subagents or subcustodians and ADS Rights Agent shall not be responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, agent, subagent or subcustodian appointed, instructed and supervised with due care by it hereunder. (h) The ADS Rights Agent shall not be liable for any Losses or action taken or omitted or for any loss or injury resulting from its or its agents actions or performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, in which case it shall be liable for only those Losses directly caused by such conduct. In no event shall the ADS Rights Agent be liable for (i) acting in accordance with the instructions from the Company or the Company’s counsel or any agent appointed by the Company to act on behalf of Company, (ii) indirect, special, consequential or punitive damages, for a reasonable fee lost profits, or for loss of business, or (iii) any Losses due to forces beyond the control of the ADS Rights Agent or its agents, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Notwithstanding anything to the contrary contained herein this Agreement, the aggregate liability of the ADS Rights Agent and each of its agents with respect to, arising from or arising in connection with this Agreement or from any and all services provided or omitted to be borne by the Trustee and not by the Plan provided hereunder, whether in contract, tort or the Trust. Any such agent’s duties and responsibilities shall be confined solely to the performance of such services and shall continue only for so long as the Trustee named in the Adoption Agreement serves as Trustee. The Trustee shall not have any liability with respect to money transferred to an insurance company pursuant to the Plan. The Trustee shall be fully protected in acting upon the directions of the Plan Administrator in making benefit distributionsotherwise, is limited to, and shall have no duty to determine not exceed, the fee compensation received by the ADS Rights Agent specifically for providing the rights agency services hereunder. (i) The ADS Rights Agent shall not be liable for any Losses (as defined below) or benefits action taken or omitted or for any loss or injury resulting from its actions or performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, in which case it shall be liable for only those Losses caused by such conduct. The ADS Rights Agent shall escheat any person under the Plan or to inquire into the right or power of the Plan Administrator to direct any such distribution. A beneficiary designation form completed and filed property held by it in accordance with Article 7.4 of the BPD shall be deemed a direction of the Plan Administrator for purposes of this Section. The Trustee shall be entitled to assume conclusively that any determination by the Plan Administrator with respect to a distribution meets the requirements of the Plan. The Trustee shall not be required to make any payment hereunder in excess of the net realizable value of the assets of the Trust held for the Participant at the time of such payment, nor to make any payment in cash unless the Plan Administrator has furnished instructions in a form and manner acceptable to the Trustee as to the assets to be converted to cash for the purposes of making payment. The Trustee is expressly authorized to liquidate any assets held in a Participant’s Account to make a payment under this Section but shall not be deemed to have exercised any fiduciary discretion in doing soapplicable law.