8.3 If any such deficiency with respect to any certificated Class B Shares is neither corrected nor waived, Agent shall: (a) convert the shares represented by such certificate to a Direct Registration book position, and (b) send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.
9. TAX REPORTING.
9.1 Agent shall prepare and file with the appropriate governmental agency and mail to each stockholder, as applicable, any and all appropriate tax information forms, including, but not limited to, Internal Revenue Service (IRS) Forms 1099-B, covering payments or any other distributions made by Agent pursuant to this Agreement during each calendar year, or any portion thereof, during which Agent performs services hereunder, as described in the Tax Instruction/Cost Basis Information Letter attached hereto as Exhibit B. Any cost basis or tax adjustments required after the Effective Time will incur additional fees.
9.2 With respect to any surrendering stockholder whose taxpayer identification number (TIN) has not been certified as correct, Agent shall, if required by law, deduct and withhold the appropriate backup withholding tax from any payment made to such stockholder pursuant to the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), and any other provision of comparable law.
9.3 Should any issue arise regarding U.S. federal, state and local and other applicable income tax reporting or withholding, Agent shall take such reasonable action as Company may reasonably request in writing. Such action may be subject to additional fees.
10. AUTHORIZATIONS AND PROTECTIONS.
As agent for Company hereunder, Agent:
10.1 Shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and Company;
10.2 Shall have no obligation to make any conversion unless Company shall have provided a sufficient number of the Class A Shares, or to make any payment for fractional shares unless Company shall have provided the necessary federal or other immediately available funds to pay in full amounts due and payable with respect thereto;
10.3 Shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates or the Class B Shares represented thereby surrendered hereunder or the Class A Shares issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the conversion;
10.4 Shall not be obligated to take any legal action hereunder; if, however, Agent determines to take any legal action hereunder, and where the taking of such action might, in Agents judgment, subject or expose it to any expense or liability, Agent shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;
10.5 May rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Agent and believed by Agent to be genuine and to have been signed by the proper party or parties;