Common use of Scope of Agency Clause in Contracts

Scope of Agency. (a) Mellon shall act solely as agent for Clients under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper. (c) Mellon may consult with counsel (including internal counsel) whose advice 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. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section. (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Agent shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against MellonAgent. Agent shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this agreement. (b) Mellon Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from Client, any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than MellonAgent), predecessor Registrar or co-Registrar, and ; (iiiii) any other written instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed by Mellon Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, the foregoing; (iv) any instructions received through Direct Registration System/Profile; or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. In addition, Mellon Agent is authorized to refuse to make any transfer that it deems improperdetermines in good faith not to be in good order. (c) Mellon In connection with any question of law arising in the course of Agent performing its duties hereunder, Agent may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it Agent hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by a Client to Mellon Agent orally shall be confirmed in writing by such Client as soon as practicable. Mellon Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with reliance upon any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other personperson other than the Trust. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreementfrom Client, (ii) any communication from any predecessor sub-Transfer Agent or co-predecessor Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and or (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper. (c) Mellon may consult with counsel (including internal counsel) whose advice 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. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. Mellon shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by Mellon hereunder. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s 's judgment subject or expose Mellon to any expense or liability, Mellon shall not be obligated to act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon shall act solely as agent for Clients under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper. (c) Mellon may consult with counsel (including internal counsel) whose advice 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. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section. (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s 's judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Agent shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against MellonAgent. (b) Mellon Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from Client, any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than MellonAgent), predecessor Registrar or co-Registrar, and ; (iiiii) any other written instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed by Mellon Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; (iv) any instructions received through Direct Registration System/Profile; or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. In addition, Mellon Agent is authorized to refuse to make any transfer that it deems improperdetermines in good faith not to be in good order. (c) Mellon In connection with any question of law arising in the course of Agent performing its duties hereunder, Agent may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it Agent hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by a Client to Mellon Agent orally shall be confirmed in writing by such Client as soon as practicable. Mellon Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with good faith reliance upon any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this AgreementAgreement and shall exercise reasonable care in the performance of those duties, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from an authorized representative of Client, any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and or (iiiii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission reasonably believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer that it deems improperdetermines in good faith not to be in good order. (c) In connection with any question of law arising in the course of Mellon performing its duties hereunder, Mellon may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it Mellon hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which from an authorized representative of Client that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Agent shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon Agent undertakes to perform the duties and only the duties that are specifically set forth in this AgreementAgreement (but including any activities incidental thereto), and no implied covenants or obligations shall be read into this Agreement against MellonAgent. (b) Mellon In the absence of its own negligence, willful misfeasance and willful misconduct in discharging its duties as contemplated hereunder, and absent its material breach of this Agreement, Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written oral instruction, notice, request, direction, consent, report, certificate, writing or other instrument, paper, document or electronic transmission from Client reasonably believed by Mellon it to be genuine and to have been given, signed or given made by the proper party person or partiespersons; (ii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; (iii) any instructions received through Direct Registration System/Profile; or (iv) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. In addition, Mellon Agent is authorized to refuse to make any transfer that it deems improperdetermines in a good faith commercially reasonable manner not to be in good order. (c) Mellon may consult In connection with any question of law arising in the course of Agent performing its duties hereunder, Agent may, with respect solely to questions of law specifically regarding the provision of services to Client, obtain the advice of a reasonably selected, nationally recognized outside counsel (including internal counselnot objectionable to Client) whose advice and shall be full and complete authorization and protection in fully protected with respect of any action taken, suffered to anything done or omitted by it hereunder in good faith and in reliance thereon. (d) conformity with the written opinion of such counsel; provided that Agent may not rely on such advice to act, or omit to act, in a manner inconsistent with the terms of this Agreement. Any instructions given by a Client to Mellon Agent orally shall be confirmed in writing by such Client as soon as reasonably practicable. Mellon Absent its own negligence, willful misfeasance or willful misconduct, and absent its material breach of this Agreement, Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with reliance upon any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from Client, any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and or (iiiii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party pxxxxx xxxxx or parties. In addition, Mellon is authorized to refuse to make any transfer that it deems improperdetermines in good faith not to be in good order. (c) In connection with any question of law arising in the course of Mellon performing its duties hereunder, Mellon may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it Mellon hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Agent shall act solely as agent for Clients Company under this Agreement and owes no duties hereunder to any other person. Mellon Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against MellonAgent. Agent is engaged in an independent business and will perform its obligations under this Agreement as an agent of Company for the purposes of the Services to be furnished hereunder. (b) Mellon Agent may rely upon, and shall be protected in acting or refraining from acting in good faith reliance upon, : (i) any Client communication authorized by this Agreementfrom Company, any predecessor transfer agent or co-transfer agent or any registrar (other than Agent), predecessor registrar or co-registrar; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed in good faith by Mellon Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any instructions received through Direct Registration System/Profile. In addition, Mellon Agent is authorized to refuse to make any transfer that it deems improperdetermines in good faith not to be in good order. (c) Mellon From time to time, Company may provide Agent with instructions concerning the Services. Further, Agent may apply to any Authorized Person for instruction, and may consult with legal counsel (including internal counsel) whose advice shall be full for Company with respect to any matter arising in connection with the Services. Agent and complete authorization its agents and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon subcontractors shall not be liable or responsible and shall be fully authorized and protected indemnified by each Company under Section 7.2 of this Agreement for acting, any action taken or failing to act, omitted by Agent in accordance good faith reliance upon any Company instructions given by an Authorized Person or upon the advice or opinion of Company counsel. Company shall promptly provide Agent with an updated board resolution and/or certificate of incumbency regarding any oral instructions which do not conform with the written confirmation received in accordance with this Section. (e) Mellon may perform change of authority for any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon Authorized Person. Agent shall not be obligated held to take have notice of any legal action hereunder; ifchange of authority of any Authorized Person, however, Mellon determines to take any legal action hereunder, and, where the taking until receipt of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to itwritten notice thereof from Company.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper. (c) Mellon may consult with counsel (including internal counsel) whose advice 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 thereonthereon provided Mellon informs Client in advance of its intention to do so. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. Mellon shall be liable for any misconduct or negligence on the part of any agent or attorney appointed by Mellon hereunder. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s 's judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to itmutually agreed upon by Mellon and Client.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance good faith upon, : (i) any Client communication authorized by this Agreement, ; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, ; and (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, paper or document or electronic transmission reasonably believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper. (c) Mellon may consult with counsel (including internal counsel) whose advice 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. (d) Any instructions given by a Client to Mellon orally orally, as permitted by any provision of this Agreement, shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for actingacting in good faith, or failing to act, in accordance with any such oral instructions which do not conform with the written confirmation received in accordance with this SectionSection 7(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s 's judgment subject or expose Mellon to any expense or liability, Mellon shall not be required to act unless it Mellon shall have been furnished with an indemnity satisfactory to itMellon. [LOGO] Mellon Investor Services T A AGREEMENT -------------------------------------------------------------------------------- (f) The Secretary of Client shall, from time to time, certify to Mellon the names, titles and signatures of the persons authorized to act on behalf of Client under this Agreement.

Scope of Agency. (a) Mellon ChaseMellon shall act solely as agent for Clients the Trustee under this Agreement and owes no duties hereunder to any other person. Mellon ChaseMellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants convenants or obligations shall be read into this Agreement against MellonChaseMellon. (b) Mellon ChaseMellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, from the Trustee; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than MellonChaseMellon), predecessor Registrar or co-Registrar, or Administrative Agent, and ; (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, paper or document or electronic transmission believed by Mellon ChaseMellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon ChaseMellon is authorized to refuse to make any transfer it deems improper. (c) Mellon ChaseMellon may consult with counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered suffer or omitted by it hereunder in good faith and in reliance thereon. (d) Any instructions given by a Client the Trustee to Mellon orally ChaseMellon orally, as permitted by any provision of this Agreement, shall be confirmed in writing by such Client the Trustee as soon as practicable. Mellon ChaseMellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon ChaseMellon shall not be obligated to take any legal action hereunder; if, however, Mellon ChaseMellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s ChaseMellon's judgment subject or expose Mellon ChaseMellon to any expense or liability, Mellon ChaseMellon shall not be required to act unless it ChaseMellon shall have been furnished with an indemnity satisfactory to itChaseMellon.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, (ii) any communication from Client, any predecessor Transfer Agent transfer agent or co-Transfer Agent transfer agent or from any Registrar registrar (other than Mellon), predecessor Registrar registrar or co-Registrarregistrar reasonably believed by Mellon to be genuine, and (iiiii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission reasonably believed by Mellon to be genuine and to have been signed or given by the proper party or parties, (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, Foreign Investor Registered Securities Transfer Global Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing, (iv) any instructions received through Direct Registration System/Profile, or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. In addition, Mellon is authorized to refuse to make any transfer that it deems improperdetermines in good faith not to be in good order. (c) In connection with any question of law arising in the course of Mellon performing its duties hereunder, Mellon may consult with its own legal counsel (including its internal counsel) whose advice 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). (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which reasonably believed by Mellon to be genuine that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Transfer Agent shall act solely as transfer agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon Transfer Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against MellonTransfer Agent. (b) Mellon In the absence of its own gross negligence, willful misfeasance, willful misconduct and reckless disregard in discharging its duties as contemplated hereunder, and absent its material breach of this Agreement, Transfer Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any oral instruction, writing or document from Client communication authorized reasonably believed by this Agreement, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed made, signed, communicated or given by the proper party person or partiespersons; (ii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; (iii) any instructions received through Direct Registration System/Profile; or (iv) subject to Section 6(c) below, any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. In addition, Mellon Transfer Agent is authorized to refuse to make any transfer that it deems improperdetermines in a good faith commercially reasonable manner not to be in good order. (c) Mellon may consult In connection with any question of law arising in the course of Transfer Agent performing its duties hereunder, Transfer Agent may, with respect to questions of law specifically regarding the provision of services to Client, obtain the advice of a reasonably selected, nationally recognized outside counsel (including internal counselnot objectionable to Client) whose advice and shall be full and complete authorization and protection in fully protected with respect of any action taken, suffered to actions taken or omitted by it hereunder in good faith and in reliance thereonconformity with the written opinion of such counsel, which shall be promptly shared with Client. (d) Any instructions given by a Client to Mellon Transfer Agent orally shall be confirmed in writing by such Client as soon as reasonably practicable. Mellon Absent its own gross negligence, willful misfeasance, willful misconduct and reckless disregard, Transfer Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with reliance upon any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Investor Services shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon Investor Services undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against MellonMellon Investor Services. (b) Mellon Investor Services may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, ; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than MellonMellon Investor Services), predecessor Registrar or co-Registrar, and and; (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, paper or document or electronic transmission believed by Mellon Investor Services to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon Investor Services is authorized to refuse to make any transfer it deems improper. (c) Mellon Investor Services may consult with reputable legal counsel (including internal counsel) whose in respect of questions of law which arise in connection with the performance of Mellon Investor Services' duties under this Agreement, 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 Mellon Investor Services hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by a Client to Mellon orally Investor Services orally, as permitted by any provision of this Agreement, shall be confirmed in writing by such Client as soon as practicable. Mellon Investor Services shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon Investor Services shall not be obligated to take any legal action hereunder; if, however, Mellon Investor Services determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s Mellon Investor Services' judgment subject or expose Mellon Investor Services to any expense or liability, Mellon Investor Services shall not be required to act unless it Mellon Investor Services shall have been furnished with an indemnity satisfactory to it.Mellon Investor Services. MELLON INVESTOR SERVICES LLC T A AGREEMENT --------------------------------------------------------------------------------

Scope of Agency. (a) Mellon EPS shall act solely as agent for Clients under this Agreement and owes have no duties or obligations hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are except those specifically set forth in this Agreement, herein and no implied covenants or such duties and obligations shall be read into determined solely by the express provisions of this Agreement against Mellon. (b) Mellon may rely uponAgreement. EPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. In connection with its duties hereunder, and EPS shall be protected in acting or refraining from acting in reliance uponupon any certificate, (i) any Client communication authorized by this Agreementinstrument, (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than Mellon)opinion, predecessor Registrar or co-Registrarletter, and (iii) any other written instruction, notice, request, direction, consent, report, certificatetelegram, telex, facsimile transmission or other instrument, paper, document or electronic transmission furnished to it hereunder and believed by Mellon it to be genuine and to have been signed or given sent by the proper party or parties, and EPS shall not be liable for anything it may do or refrain from doing in connection with its duties hereunder, except for such liabilities as may result from its own gross negligence or willful misconduct. In additionthe administration of the Executive Account, Mellon is authorized to refuse to make EPS may execute any transfer it deems improper. (c) Mellon of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel (including internal counsel), accountants and other skilled persons to be selected and retained by it. (b) whose advice In the event EPS shall be full and complete authorization and protection uncertain as to its duties or rights under this Agreement or shall receive any instruction, claim or demand that, in respect the opinion of EPS, is in conflict with the provisions of this Agreement (any of the foregoing, an “EPS Dispute”), EPS shall be entitled (i) to refrain from taking any action takenwith respect to such EPS Dispute until it shall be directed otherwise by a final and nonappealable order of a court of competent jurisdiction or by an instrument signed by each of the Parties or (ii) to petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to EPS, suffered for instructions with respect to such dispute or omitted uncertainty, and to the extent required or permitted by it law, pay into such court, for holding and disposition in accordance with the instructions of such court, the Executive Account, after deduction and payment to EPS of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by EPS in connection with the performance of its duties and the exercise of its rights hereunder. (c) EPS may resign at any time by giving at least thirty (30) days prior written notice to the Parties, which resignation shall become effective upon the acceptance of appointment by a successor administrative agent as provided in this Section 10(c). EPS may appoint a successor administrative agent, reasonably acceptable to the Parties. Any successor, however appointed, shall execute and deliver to EPS, with a copy to each of the Parties, an instrument accepting such appointment, and thereupon such administrative agent shall, without further act, become fully vested with all the rights, powers, obligations and duties of EPS hereunder in good faith and in reliance thereonwith the same effect as if originally named herein. (d) Any instructions given by a Client With the consent of the Company and unless objected to Mellon orally shall be confirmed in writing by Executive, EPS may appoint an exclusive broker to execute Executive’s transactions under this Agreement and EPS may provide to such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for actingbroker information regarding the Executive Account, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Sectionincluding vesting dates. (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s judgment subject or expose Mellon to any expense or liability, Mellon shall not act unless it shall have been furnished with an indemnity satisfactory to it.

Scope of Agency. (a) Mellon Investor Services shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other person. Mellon Investor Services undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against MellonMellon Investor Services. (b) Mellon Investor Services may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreement, ; (ii) any communication from any predecessor Transfer Agent or co-Transfer Agent or from any Registrar (other than MellonMellon Investor Services), predecessor Registrar or co-Registrar, and and; (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, paper or document or electronic transmission believed by Mellon Investor Services to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon Investor Services is authorized to refuse to make any transfer it deems improper. (c) Mellon Investor Services may consult with reputable legal counsel (including internal counsel) whose in respect of questions of law which arise in connection with the performance of Mellon Investor Services' duties under this Agreement, 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 Mellon Investor Services hereunder in good faith and in reasonable reliance thereon. (d) Any instructions given by a Client to Mellon orally Investor Services orally, as permitted by any provision of this Agreement, shall be confirmed in writing by such Client as soon as practicable. Mellon Investor Services shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. (f) Mellon Investor Services shall not be obligated to take any legal action hereunder; if, however, Mellon Investor Services determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s Mellon Investor Services' judgment subject or expose Mellon Investor Services to any expense or liability, Mellon Investor Services shall not be required to act unless it Mellon Investor Services shall have been furnished with an indemnity satisfactory to itMellon Investor Services.

Scope of Agency. (a) Mellon shall act solely as agent for Clients Client under this Agreement and owes no duties hereunder to any other personperson other than the Client and the Trust. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon. (b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any Client communication authorized by this Agreementfrom Client, (ii) any communication from any predecessor sub-Transfer Agent or co-predecessor Transfer Agent or from any Registrar (other than Mellon), predecessor Registrar or co-Registrar, and or (iii) any other written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer it deems improper. (c) Mellon may consult with counsel (including internal counsel) whose advice 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. (d) Any instructions given by a Client to Mellon orally shall be confirmed in writing by such Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which that do not conform with the written confirmation received in accordance with this SectionSection 6(d). (e) Mellon may perform any of its duties hereunder either directly or by or through agents or attorneys. Mellon shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by Mellon hereunder. (f) Mellon shall not be obligated to take any legal action hereunder; if, however, Mellon determines to take any legal action hereunder, and, where the taking of such legal action might in Mellon’s 's judgment subject or expose Mellon to any expense or liability, Mellon shall not be obligated to act unless it shall have been furnished with an indemnity satisfactory to it.