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foregoing sentence shall not, however, be deemed to limit the obligations of a Beneficial Owner of IRS to pay the Tender Price specified in any Tender Demand given by or on behalf of such Beneficial Owner, or to reimburse any Participant or other person on account of the payment of such Tender Price. Each Beneficial Owner of ARS shall be required, if such Beneficial Owner receives any payment in connection with any tender transaction to which it is not entitled (as a result of failure of a Beneficial Owner of IRS to provide the Tender Price or otherwise), to take such actions (including return of funds and repayment of interest to any party who provided funds to such Beneficial Owner which such party was not obligated to provide) so that all interested parties (including any Broker-Dealer) are restored to the positions which would have resulted if the tender transaction were effected, or not effected, as the case may be, in accordance with the provisions of this Section. Section 5. Representations and Warranties of the Trustee. 5.1. The Trustee hereby represents and warrants to the Auction Agent that, to the best knowledge of the corporate trust officer assigned to this financing, it has all necessary authority, approvals, consents (whether from the Authority or otherwise) to enter into and perform its obligations under this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee. 5.2. To the best knowledge of the corporate trust officer assigned to this financing, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Agreement will, to the best knowledge of the corporate trust officer assigned to this financing, conflict with, violate or result in a material breach of, the material terms, conditions or provisions of, or constitute a material default under, any applicable law or regulation, order or decree of any court or public authority having jurisdiction over the Trustee, or any other agreement to which the Trustee is a party or by which it is bound. 5.3. To the best knowledge of the corporate trust officer assigned to this financing, all required approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the Trustee which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Trustee of its obligations under this Agreement have been obtained. Section 6. The Auction Agent. 6.1. Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Trustee hereunder and owes no fiduciary duties to any person whatsoever. LAI-69756.2 14