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<br />(c) No provisions of this Agreement shall require the Bank to <br />expend or risk its own funds or otherwise incur any financial liability <br />for performance of any of its duties hereunder, or in the exercise of any <br />of its rights or powers, if it shall have reasonable grounds for <br />believing that repayment of such funds (or adequate indemnity <br />satisfactory to it against such risks or liability) is not assured to it. <br /> <br />(d) The Bank may rely and shall be protected in acting or <br />refraining from acting resolution, certificate, statement, instrument, <br />note, security, or other paper or document believed by it to be genuine <br />and to have been signed or presented by the proper party or parties. <br />Without limiting the generality of the foregoing statement, the Bank need <br />not examine the ownership of any Securities, but is protected in acting <br />upon receipt of Securities containing an endorsement or instrument of <br />transfer or power of transfer which appears on its face to be signed by <br />the Holder or an attorney-in-fact of the Holder. The Bank shall not be <br />bound to make any investigation into the facts or matters stated in a <br />resolution, certificate, statement, instrument, opinion, report, notice, <br />request, direction, consent, order, bond, note, security or other paper <br />or document supplied by Issuer. <br /> <br />(e) The Bank may consult with counsel (including Bank employees), <br />and the written advice of such counselor any opinion of such counsel <br />shall be full and complete authorization and protection with respect to <br />any action taken, suffered or omitted by it hereunder in good faith and <br />in reliance thereon. <br /> <br />(f) The Bank may exercise any of the powers hereunder and perform <br />any duties hereunder either directly or by or through agents or <br />attorneys. <br /> <br />Section 5.03. <br /> <br />Recitals of Issuer. <br /> <br />The recitals contained herein and in the Securities shall be taken <br />as the statements of the Issuer, and the Bank assumes no responsibility <br />for their correctness. <br /> <br />The bank shall in no event be liable to the Issuer, any Holder <br />or Holders of any Security or any other Person to expend its own funds <br />for any amount due on any Security. <br /> <br />Section 5.04. <br /> <br />May Hold Securities. <br /> <br />The Bank, in its individual or any other capacity, may become the <br />owner or pledges of Securities and may otherwise deal with the Issuer <br />with the same rights it would have if it were not the Paying <br />Agent/Registrar, or any other agent. <br /> <br />Section 5.05. <br /> <br />Moneys Held by Bank. <br /> <br />Money held by the Bank hereunder need not be segregated from any <br />other funds provided appropriate accounts are maintained. <br /> <br />TD702/20 <br />