Common use of Rights of Fiscal Agent Clause in Contracts

Rights of Fiscal Agent. (a) In the absence of gross negligence, willful misconduct or bad faith, the Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Fiscal Agent need not investigate any fact or matter stated in the document. (b) Before the Fiscal Agent acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel covering such matters as it shall reasonably request. The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. (c) The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith without gross negligence or willful misconduct or bad faith which (i) is taken pursuant to any Company Order addressed and delivered to the Fiscal Agent or (ii) the Fiscal Agent otherwise believes to be authorized or within its rights or powers. (d) The Fiscal Agent may consult with counsel reasonably acceptable to the Fiscal Agent, which may be counsel to MBIA, and the advice of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith without gross negligence or willful misconduct or bad faith and in accordance with the advice or opinion of such counsel. (e) The Fiscal Agent shall not be bound and shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of MBIA under this Agreement; but the Fiscal Agent may require of MBIA full information and advice as to the performance of the covenants, conditions and agreements aforesaid. (f) The Fiscal Agent shall not be required to give any bond or surety in respect of the execution of its trusts and powers or in respect of this Agreement. (g) The Fiscal Agent shall not be responsible for exercising any remedies on behalf of the holders of the Notes and shall not be responsible for determining whether a Payment Restriction exists. (h) Any request or direction of MBIA shall be sufficiently evidenced by a Company Order. (i) The Fiscal Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees. (j) In no event shall the Fiscal Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Fiscal Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) In no event shall the Fiscal Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Rights of Fiscal Agent. (a1) In the absence of gross negligence, willful misconduct or bad faith, the The Fiscal Agent may conclusively rely and shall be fully protected and shall incur no liability for or in acting respect of any action taken or refraining from acting thing suffered by it in reliance upon any Security, notice, direction, consent, certificate, affidavit, statement, or other document reasonably to the extent that such communication conforms to the provisions set forth herein, believed by it to be genuine and to have been passed or signed or presented by the proper person. The Fiscal Agent need not investigate any fact or matter stated in the documentparties. (b2) Before the Fiscal Agent acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel covering such matters as it shall reasonably requestCounsel. The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ the Certificate or Opinion of CounselOpinion. (c3) The Fiscal Agent may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorneys appointed with due care. (4) The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith without gross negligence or willful misconduct or bad faith which (i) is taken pursuant to any Company Order addressed and delivered to the Fiscal Agent or (ii) the Fiscal Agent otherwise it believes to be authorized or within its rights or powers. (d5) In acting under this Agreement and in connection with the Securities, the Fiscal Agent is acting solely as an agent of the Company and does not assume any responsibility for the correctness of the recitals in the Securities (except for the correctness of the statement of the Fiscal Agent in its certificate of authentication thereon) or any obligation or relationship of agency, for or with any of the owners or Holders of the Securities. (6) The Fiscal Agent shall (except as ordered by a court of competent jurisdiction or as required by any applicable law), notwithstanding any notice to the contrary, be entitled to treat the Holder of any Security as the owner thereof as set forth in Section 2.13, shall not be liable for so doing and shall be indemnified and held harmless by the Company against any loss, liability, claim, demand or expense arising from or based upon it so doing. (7) Except as may otherwise be agreed, the Fiscal Agent shall not be under any liability for interest on monies at any time received by it pursuant to any of the provisions of this Agreement or of the Securities. (8) The Fiscal Agent may consult with counsel reasonably acceptable to the Fiscal Agent, which may be counsel to MBIAof its selection, and the advice or opinion of such counsel as to matters or any Opinion of law Counsel shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith without gross negligence or willful misconduct or bad faith and in accordance with the advice or opinion of such counsel. (e9) The Fiscal Agent shall not be deemed to have notice or be charged with knowledge of any default or Event of Default with respect to the Securities, unless a Responsible Officer shall have received written notice of such default or Event of Default from the Company or by any Holder of the Securities at the Corporate Trust Office and such notice references this Agreement and the Securities. (10) The permissive rights of the Fiscal Agent enumerated herein shall not be construed as duties. (11) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written order of the Company signed by two Officers of the Company and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. (12) Whenever in the administration of this Agreement the Fiscal Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate. (13) The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Fiscal Agent security or indemnity satisfactory to the Fiscal Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (14) The Fiscal Agent shall not be bound and shall have no duty to ascertain make any investigation into the facts or inquire as to the performance matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or observance of any covenantsother paper or document, conditions or agreements on the part of MBIA under this Agreement; but the Fiscal Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Fiscal Agent may require of MBIA full information shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and advice as to the performance premises of the covenantsCompany, conditions personally or by agent or attorney at the sole cost of the Company and agreements aforesaidshall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (f15) The rights, privileges, protections, immunities and benefits given to the Fiscal Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Fiscal Agent shall not be required to give any bond or surety in respect of the execution each of its trusts capacities hereunder, and powers or in respect of this Agreementeach agent, custodian and other Person employed to act hereunder. (g) The Fiscal Agent shall not be responsible for exercising any remedies on behalf of the holders of the Notes and shall not be responsible for determining whether a Payment Restriction exists. (h) Any request or direction of MBIA shall be sufficiently evidenced by a Company Order. (i16) The Fiscal Agent may execute request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any of its powers hereunder or perform person authorized to sign an Officers’ Certificate, including any duties hereunder either directly or by or through agents, attorneys, custodians or nomineesperson specified as so authorized in any such certificate previously delivered and not superseded. (j17) In Anything in this Agreement notwithstanding, in no event shall the Fiscal Agent be liable for any special, indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, whatsoever (including but not limited to, lost profitsto loss of profit), even if the Fiscal Agent has been advised of as to the likelihood of such loss or damage and regardless of the form of action. (k18) In no event shall the The Fiscal 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 bycaused, directly or indirectly, forces by circumstances beyond its reasonable control, including including, without limitation strikes, work stoppages, accidentslimitation, acts of war or God; earthquakes; fire; flood; terrorism, civil or ; wars and other military disturbances, nuclear or natural catastrophes or acts of God, and ; sabotage; epidemics; riots; interruptions, ; loss or malfunctions of utilities, communications or computer (software hardware or hardwaresoftware) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.

Rights of Fiscal Agent. (a) In the absence of gross negligence, negligence or willful misconduct or bad faithmisconduct, the Fiscal Agent may conclusively rely and shall be protected in acting or refraining from acting upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. The Fiscal Agent need not investigate any fact or matter stated in the document. (b) Before the Fiscal Agent acts or refrains from acting, it may require an Officers’ Officer's Certificate or an Opinion of Counsel covering such matters Counsel, in either case as it shall is reasonably requestacceptable to the Fiscal Agent. The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer's Certificate or Opinion of Counsel. (c) The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith without gross negligence or willful misconduct or bad faith which (i) is taken pursuant to any Company Order addressed and delivered to the Fiscal Agent Agent, or (ii) the Fiscal Agent otherwise believes to be authorized or within its rights or powers. (d) The Fiscal Agent may consult with counsel reasonably acceptable to the Fiscal Agent, which may be counsel to MBIAthe Company, and the advice of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith without gross negligence or willful misconduct or bad faith and in accordance with the advice or opinion of such counsel. (e) The Fiscal Agent shall not be bound and shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of MBIA the Company under this Agreement; but the Fiscal Agent may require of MBIA the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid. (f) The Fiscal Agent shall not be required to give any bond or surety in respect of the execution of its trusts and powers or in respect of this Agreement. (g) Money held by the Fiscal Agent hereunder need not be segregated from other funds except to the extent required by law. The Fiscal Agent shall not be responsible under no liability to the Company for exercising interest on any remedies on behalf of money received by it hereunder except as otherwise agreed in writing with the holders of the Notes and shall not be responsible for determining whether a Payment Restriction existsCompany. (h) Any request or direction of MBIA shall be sufficiently evidenced by a Company Order. (i) The Fiscal Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees. (j) In no event shall the Fiscal Agent be liable for any indirect, special, punitive indirect or consequential loss or damage of any kind whatsoever, including, whatsoever (including but not limited to, to lost profits, ) even if the Fiscal Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (ki) In no event shall The Fiscal Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible or liable for any failure misconduct or delay negligence on the part of any agent or attorney appointed with due care by it hereunder. (j) The rights, privileges, protections, immunities and benefits given to the Fiscal Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Fiscal Agent in the performance each of its obligations under capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (k) The Fiscal Agent may request that the Company deliver an Officer's Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement arising out of or caused byAgreement, directly or indirectly, forces beyond its reasonable controlwhich Officer's Certificate may be signed by any person authorized to sign an Officer's Certificate, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, any person specified as so authorized in any such certificate previously delivered and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) servicesnot superseded.

Rights of Fiscal Agent. (a) In the absence of gross negligence, negligence or willful misconduct or bad faithmisconduct, the Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Fiscal Agent need not investigate any fact or matter stated in the document. (b) Before the Fiscal Agent acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel covering such matters as it shall reasonably requestCounsel. The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. (c) The Fiscal Agent shall not be liable for any action it takes or omits to take in good faith without gross negligence or willful misconduct or bad faith which (i) is taken pursuant to any Company Order addressed and delivered to the Fiscal Agent or (ii) the Fiscal Agent otherwise believes to be authorized or within its rights or powers. (d) The Fiscal Agent may consult with counsel reasonably acceptable to the Fiscal Agent, which may be counsel to MBIA, the Company and the advice of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith without gross negligence or willful misconduct or bad faith and in accordance with the advice or opinion of such counsel. (e) The Fiscal Agent shall not be bound and shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of MBIA the Company under this Agreement; but the Fiscal Agent may require of MBIA the Company full information and advice as to the performance of or the covenants, conditions and agreements aforesaid. (f) The Fiscal Agent shall not be required to give any bond or surety in respect of the execution of its trusts and powers or in respect of this Agreement. (g) The Fiscal Agent shall not be responsible for exercising any remedies on behalf of the holders of the Notes and shall not be responsible for determining whether a Payment Restriction exists. (h) Any request or direction of MBIA shall be sufficiently evidenced by a Company Order. (i) The Fiscal Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees. (j) In no event shall the Fiscal Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Fiscal Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (k) In no event shall the Fiscal Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.. 105