Common use of The Exchange Agent Clause in Contracts

The Exchange Agent. (a) shall not be liable for any action or omission by it to act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same constitutes gross negligence, willful misconduct or bad faith, and in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between the Exchange Agent and the Company; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with the Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (e) may conclusively rely on and shall be protected in acting, or refraining from acting, in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper person or persons; (f) may act upon any tender, statement, request, document, certificate, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or to have been signed or presented by the proper person or persons; (g) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person designated in writing by such Authorized Officer; (h) may consult with counsel of its selection including its own in-house counsel with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (i) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, of the Notes; (j) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (k) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.

The Exchange Agent. (a) shall not be liable for any action act or omission by it to unless such act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same omission constitutes gross negligence, negligence or willful misconduct or bad faith, and ; in no event shall the Exchange Agent Depositary be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as specifically set forth in the section of the Prospectus captioned “The Exchange Offer” or as may be subsequently agreed to in writing between the Exchange Agent and the Company; (c) will be regarded as making makes no representations and having has no responsibilities as to responsibility for the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with the Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (e) may conclusively rely on and shall be protected in acting, acting or refraining from acting, in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper person or persons; (f) may act acting upon any tender, statement, request, document, certificate, agreement agreement, opinion, notice, letter or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or and to have been signed or presented by the proper person or persons; (gf) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person designated in writing by such Authorized Officerofficer of the Company; (hg) may consult with counsel of its selection selection, including its own in-house counsel counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (ih) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, value of the any Notes; (ji) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (kj) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and ; the parties agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 32 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.

The Exchange Agent. (a) shall not be liable for any action act or omission by it to unless such act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same omission constitutes gross negligence, negligence or willful misconduct or bad faith, and misconduct; in no event shall the Exchange Agent it be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent it has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between the Exchange Agent and the Company; (c) will be regarded as making makes no representations and having has no responsibilities as to responsibility for the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with the Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (e) may conclusively rely on and shall be protected in acting, acting or refraining from acting, in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper person or persons; (f) may act acting upon any tender, statement, request, document, certificate, agreement agreement, opinion, notice, letter or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or and to have been signed or presented by the proper person or persons; (gf) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person designated in writing by such Authorized Officerofficer of the Company; (hg) may consult with counsel of its selection selection, including its own in-house counsel counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (ih) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, value of the any Notes; (ji) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (kj) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court court located in the State and County where either the Exchange Agent’s corporate trust principal office or the administrative offices of the Company are located, and ; the parties agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein. (k) in no event shall the Exchange Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by forces beyond its 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 and hardware) services. The Exchange Agent shall use commercially reasonable efforts, consistent with accepted practices in the banking industry, to resume performance as soon as practicable under the circumstances.

The Exchange Agent. (a) shall not be liable for any action act or omission by it to unless such act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same omission constitutes gross negligence, negligence or willful misconduct or bad faith, and misconduct; in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall have no duties or obligations other than those specifically set forth in the Prospectus, in the Letter of Transmittal or herein or as may be subsequently agreed to in writing between the Exchange Agent and the Company; (c) will be regarded as making makes no representations and having has no responsibilities as to responsibility for the validity, sufficiency, value or genuineness of any of the certificates or the Old Notes represented thereby deposited with the Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (e) may conclusively rely on and shall be protected in acting, acting or refraining from acting, in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper person or persons; (f) may act acting upon any tender, statement, request, document, certificate, agreement agreement, opinion, notice, letter or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or and to have been signed or presented by the proper person or personspersons or any other party designated by such Authorized Officer of the Company; (gf) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer of the Company or any other person party designated in writing by such Authorized OfficerOfficer of the Company; (hg) may consult with counsel of its selection selection, including its own in-house counsel counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (ih) will not advise any person tendering Old Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Old Notes or as to the market value, or the decline or appreciation in market value, value of the any Old Notes; (ji) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (kj) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and ; the parties agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 32 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person person claiming any interest herein.

The Exchange Agent. (a) shall not be liable for any action act or omission by it to unless such act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same omission constitutes gross negligence, willful misconduct or bad faith, and or; in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or in the section of the Prospectus captioned “The Exchange Offer” or in the Letter of Transmittal, or as may be subsequently agreed to in writing between the Exchange Agent and the Company; provided however, that in no event will the Exchange Agent’s general duty to act in good faith be discharged by the foregoing; (c) will be regarded as making makes no representations and having has no responsibilities as to responsibility for the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with the Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security reasonably satisfactory to it; (e) may conclusively rely on and shall be protected in acting, acting or refraining from acting, in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper person or persons; (f) may act acting upon any tender, statement, request, document, certificate, agreement agreement, opinion, notice, letter or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or and to have been signed or presented by the proper person or persons; (gf) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person designated in writing by such Authorized Officerofficer of the Company; (hg) may consult with counsel of its selection selection, including its own in-house counsel counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (ih) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, value of the any Notes; (ji) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (kj) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and ; the parties agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.

The Exchange Agent. (a) shall not be liable for any action act or omission by it to unless such act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same omission constitutes gross negligence, negligence or willful misconduct or bad faith, and misconduct; in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as specifically set forth in the section of the Prospectus captioned “The Exchange Offer” or as may be subsequently agreed to in writing between the Exchange Agent and the Company; (c) will be regarded as making makes no representations and having has no responsibilities as to responsibility for the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with the Exchange Agent pursuant to the Offer, and will not be required to and will make no representation as to the validity, sufficiency, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (e) may conclusively rely on and shall be protected in acting, acting or refraining from acting, in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper person or persons; (f) may act acting upon any tender, statement, request, document, certificate, agreement agreement, opinion, notice, letter or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or and to have been signed or presented by the proper person or persons; (gf) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person designated in writing by such Authorized Officerofficer of the Company; (hg) may consult with counsel of its selection selection, including its own in-house counsel counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (ih) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, value of the any Notes; (ji) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (kj) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and ; the parties agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 32 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.

The Exchange Agent. (ai) shall not be liable for any action or omission by it to act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same constitutes gross negligence, willful misconduct or bad faith, and in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement; (b) shall Shall have no duties or obligations other than those specifically set forth herein in the Letter of Transmittal or this Agreement or as may be subsequently agreed to in writing between by the Company and Exchange Agent and the Companyin writing; (cii) will be regarded as making Will make no representations and having will have no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or for the Notes represented thereby Old Securities deposited with the Exchange Agent pursuant to the OfferPlan, and will not be required to and will make no representation as to the validityprovided, sufficiencyhowever, value or genuineness of the Offer; (d) shall not be obligated to take any action hereunder which might in that the Exchange Agent’s judgment involve any risk of expense, loss 's general duty to act in good faith and without gross negligence or liability, unless it shall have been furnished with indemnity and/or security satisfactory to itwillful misconduct is not limited by the foregoing; (eiii) may conclusively May reasonably rely on and shall be protected indemnified by the Company in acting, or refraining from acting, acting in good faith in conclusive reliance upon any certificate, instrument, opinion, notice, letter letter, telegram or other document or security delivered to it the Exchange Agent by the Company and reasonably believed by it the Exchange Agent to be genuine and to have been signed or presented by the proper person party or personsparties; except to the extent arising out of Exchange Agent's bad faith, gross negligence or willful misconduct; (fiv) may Shall not be obligated to take legal action hereunder which might in the Exchange Agent's reasonable judgement involve any expense or liability, unless the Exchange Agent shall have been furnished with reasonable indemnity; provided, however, that Exchange Agent shall notify the Company promptly if Exchange Agent has reason to believe or becomes aware of any situation that requires legal action to protect the interests of the Company; v) May reasonably act upon any tender, statement, request, document, certificatecomment, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall believes in good faith reasonably believe to be genuine or and to have been signed or presented represented by the a proper person or personspersons acting in a fiduciary or representative capacity (so long as proper evidence of such fiduciary's or representative's authority so to act is submitted to the Exchange Agent) and the Exchange Agent examines and reasonably concludes that such evidence properly establishes such authority; except to the extent arising out of Exchange Agent's bad faith, gross negligence or willful misconduct; (gvi) may conclusively May rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person the designated officers of the Company specified in writing by such Authorized OfficerExhibit B; (hvii) may May consult with counsel of its selection including its own in-house the Company's counsel with respect to any questions relating to its the Exchange Agent's duties and responsibilities responsibilities, and the advice or written opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, shall be full and complete authorization and protection in respect of any certain action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or written opinion of such counsel; (i) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, of the Notes; (j) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (k) the Company and the Exchange Agent agree that the Exchange Agent may seek adjudication of any adverse claim, demand or controversy over its person, in either a Federal or State District Court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.,

The Exchange Agent. (a) shall not be liable have no obligation to make payment for any action or omission by it to act by reason of or as a result of fractional shares unless the administration of its duties hereunder in accordance Company shall have deposited with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same constitutes gross negligence, willful misconduct or bad faith, fully collected funds sufficient to pay in full all amounts due and in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection payable with this Agreementrespect thereto; (b) shall have no duties or obligations other than those specifically set forth herein in this letter, or as may be subsequently agreed to in writing between by the Exchange Agent and the Company; (c) will be regarded as making shall have no representations and having no responsibilities responsibility as to the validity, sufficiency, value or genuineness of any of the certificates or the Notes represented thereby deposited with the Exchange Agent pursuant to the Offervalue, and will not be required to and will make no representation as to the validity, sufficiency, value enforceability or genuineness of the OfferTransaction, the shares or any certificates therefor; (d) shall not be obligated to take any action hereunder which might in the Exchange Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (e) may conclusively rely on upon and shall be fully protected in acting, or refraining from acting, in good faith in conclusive reliance relying and acting upon any certificate, instrument, opinion, notice, letter letter, facsimile transmission, telex, telegram, stockholder list, mailing label or other document instrument, or any security delivered to it Exchange Agent and reasonably believed by it Exchange Agent to be genuine and to have been signed or presented initiated by the proper person party or personsparties; (e) may rely and shall be fully protected in relying and acting upon written or oral instructions of the Company with respect to any matter (including incomplete or defective surrender of Letters of Transmittal or shares) relating to service as Exchange Agent, which instruction may be issued by Xxxxxxx X. Xxxxxx or Xxxx Xxxxxxx; (f) may consult with and act upon any tender, statement, request, document, certificate, agreement or other instrument whatsoever not only as an opinion of legal counsel satisfactory to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Exchange Agent shall in good faith reasonably believe to be genuine or to have been signed or presented by the proper person or persons; (g) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from any Authorized Officer or any other person designated in writing by such Authorized Officer; (h) may consult with counsel of its selection including its own in-house counsel with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Exchange Agent, shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Exchange Agent hereunder in good faith and in accordance with the advice or opinion of such counsel; (i) will not advise any person tendering Notes pursuant to the Offer as to whether to tender or refrain from tendering all or any portion of the Notes or as to the market value, or the decline or appreciation in market value, of the Notes; (j) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents and attorneys and the Exchange Agent shall not be responsible for any misconduct action taken or negligence on the part of any agent or attorney appointed with due care by it hereunderomitted to be taken in reliance upon such opinion; and (kg) shall be indemnified and held harmless by the Company from and against any loss, fee, cost, expense, damage, liability or other claim reasonably incurred by the Exchange Agent agree that and arising out of its service hereunder and not arising from the Exchange Agent may seek adjudication gross negligence or willful misconduct of any adverse claim, demand or controversy over its person, in either a Federal or State District Court located in the State and County where either the Exchange Agent’s corporate trust office or the administrative offices of the Company are located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 31 of this Agreement shall constitute adequate service. The Company and the Exchange Agent further agree that the Exchange Agent has the right to interplead into a court of competent jurisdiction to determine the rights of any Person claiming any interest herein.