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conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power

conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement;

provided

however

, that (i)such direction shall not conflict with the provisions of any law or of this Agreement or involve the

Collateral Agent in personal liability and (ii)the Collateral Agent shall be indemnified to its satisfaction as provided herein. Nothing

contained in this Section15.02 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action

which it deems proper and which is not inconsistent with such direction. None of the Collateral Agent, the Custodial Agent or the

Securities Intermediary has any obligation or responsibility to file UCC financing statements.

Section15.03

Reliance by Collateral Agent, Custodial Agent and Securities Intermediary

. Each of the Securities Intermediary, the

Custodial Agent and the Collateral Agent shall be entitled to rely conclusively upon any certification, order, judgment, opinion, notice

or other written communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy, telex or

facsimile) believed by it in good faith to be genuine and correct and to have been signed or sent by or on behalf of the proper Person

or Persons (without being required to determine the correctness of any fact stated therein) and consult with and conclusively rely

upon advice, opinions and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the

Securities Intermediary, as the case may be. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the

Custodial Agent and the Securities Intermediary shall in all cases be fully protected in acting, or in refraining from acting, hereunder in

accordance with instructions given by the Company in accordance with this Agreement.

Section15.04

Certain Rights

. (a)Whenever in the administration of the provisions of this Agreement the Collateral Agent, the

Custodial Agent or the Securities Intermediary shall deem it necessary or desirable that a matter be proved or established prior to

taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically

prescribed) may, in the absence of negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities

Intermediary, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, and

delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary and such certificate, in the absence of negligence

or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be full warrant to the Collateral

Agent, the Custodial Agent or the Securities Intermediary for any action taken, suffered or omitted by it under the provisions of this

Agreement upon the faith thereof.

(b) The Collateral Agent, the Custodial Agent or the Securities Intermediary shall not be bound to make any investigation into the

facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order,

approval or other paper or document.

(c) The rights, privileges, protections, immunities and benefits given to each of the Collateral Agent, the Custodial Agent and the

Securities Intermediary, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the

Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

Section15.05

Merger, Conversion, Consolidation or Succession to Business

. Any corporation or national association into which the

Collateral Agent, the Custodial Agent or the Securities Intermediary may be merged or converted or with which it may be consolidated,

or any corporation or national association resulting from any merger, conversion or consolidation to which the Collateral Agent, the

Custodial Agent or the Securities Intermediary shall be a party, or any corporation succeeding to all or substantially all of the

corporate trust business of the Collateral Agent, the Custodial Agent or the

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2006. EDGAR Online, Inc.