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(b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement by means of the provisions of the Indenture or otherwise against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining the pertinent facts. 6.2. Rights of the Auction Agent. (a) The Auction Agent may rely on and shall be protected in acting or refraining from acting upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, form or bond certificate or other Instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer or by their designated or appointed agents or representatives. The Auction Agent may record telephone communications with the Trustee or with the Broker-Dealers or both. (b) The Auction Agent may consult with counsel of its choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action. taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. (d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder. 6.3. Auction Agent's Disclaimer. The Auction Agent makes no representation as to the validity or adequacy of this Agreement, the Broker-Dealer Agreements or the ARS or the IRS. 6.4. Compensation. Remedies and Indemnification. (a) On each Auction Period Accrual Date so long as ownership of the ARS is maintained in book-entry form by the Securities Depository, the Auction Agent shall be entitled to receive a fee, which fee will be payable on the next succeeding Interest Payment Date, in respect of the preceding Auction Period in an amount initially equal to (i) .03 of 1% per annum, multiplied by (ii) (A) in the case of the first Auction Period Accrual Date, the aggregate principal amount of outstanding Regular ARS on the Closing Date or (B) in the case of each Auction Period Accrual Date thereafter, the aggregate principal amount of outstanding Regular ARS and LA1-69756.2 15