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<br /> The I ssuer agrees to indemnify the Bank for, and hold it harmless <br /> against, any loss 1 i abil ity or expen se incurred without neg 1 i gence or bad <br /> faith on its part, arising out of or in connection with its acceptance or <br /> administration of its duties hereunder, including the cost and expense <br /> (including its counsel fees) of defending itse If against any claim or <br /> liability in connection with the exercise or performance of any of its <br /> powers or duties under this Agreement. <br /> Section 5.07. Interpleader <br /> The Issuer and the Bank agree that the Bank may seek adjudication of <br /> any advers~ claim, demand or controversy over its person as well as funds <br /> on deposit, in either a Federal or State District Court located in the State <br /> and County where either the Bank Office or the administrative offices of the <br /> Issuer is located, and agree that service of process by cert ifi ed or re- <br /> gistered mail, return receipt requested, to the address set forth in Section <br /> 6.03 of this Agreement shall constitute adequate service. The I ssuer and <br /> the Bank further agree that the Bank has the right to file a Bill of Inter- <br /> pleader in any court of competent jurisdiction to determine the rights of <br /> any Person claiming any interest herein. <br /> ARTICLE SIX <br /> MISCELLANEOUS PROVISIONS <br /> Section 6.01. Amendment <br /> This Agreement may be amended only by an agreement in writing signed <br /> by both of the parties hereof. <br /> Section 6.02. Assignment. <br /> This Agreement may not be assigned by either party without the prior <br /> written consent of the other. <br /> Section 6.03. Notices. <br /> Any request, demand, authorization, direction, notice, consent, <br /> waiver or other document provided or permitted hereby to be given or fur- <br /> nished to the Issuer or the Bank shall be mailed or delivered to the Issuer <br /> or the Bank, respectively, at the addresses shown on page 10. <br /> Section 6.04. Effect of Headings. <br /> The Article and Section headings herein are for convenience only and <br /> shall not affect the construction hereof. <br /> Section 6.05. Successors and Assigns. <br /> All covenants and agreements herein by the Issuer sha 11 bind its <br /> successors and assigns, whether so expressed or not. <br /> 073210/0008.0.0 <br />