Common use of Duties of Fiscal Agent Clause in Contracts

Duties of Fiscal Agent. (a) The Fiscal Agent acts under this Agreement solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with the Holders of the Securities; all funds held by the Fiscal Agent for the payment of principal of or interest on, and any other amounts with respect to, the Securities need not be segre- gated from other funds, except as required by law, and shall be applied as set forth herein and in the Securities. The Fiscal Agent need perform only those duties that are specifically set forth in this Agreement and no others. (b) In the absence of gross negligence or willful misconduct on its part, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement. However, the Fiscal Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement, but need not verify the accuracy of the contents thereof. (c) The Fiscal Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proven that the Fiscal Agent was grossly negligent or acted with willful misconduct in ascertaining the pertinent facts. (d) No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for -97- 104 believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Duties of Fiscal Agent. (a) The Fiscal Agent acts under this Agreement solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with the Holders of the Securities; Noteholders, except that all funds held by the Fiscal Agent for the payment of the Make-Whole Amount with respect to, or principal of or interest on, and any other amounts with respect to, the Securities Notes shall be held in trust but need not be segre- gated segregated from other funds, except as required by law, and shall be applied as set forth herein and in the SecuritiesNotes. The Fiscal Agent need perform only those duties that are specifically set forth in this Agreement and no others. (b) In the absence of gross negligence or willful misconduct on its part, the Fiscal Agent may conclusively rely, as to the truth of the statements statement and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall examine the certificates and opinions opinion to determine whether or not they conform to the requirements of this Agreement, as to form and the subject matter of the content but need not verify the accuracy of the contents thereof. (c) The Fiscal Agent shall not be liable for any error of judgment made in good faith by a Responsible an Authorized Officer, unless it is proven that the Fiscal Agent was grossly negligent or acted with willful misconduct in ascertaining the pertinent facts. (d) No provision provisions of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for -97- 104 believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.