Common use of Duties and Obligations of Escrow Agent Clause in Contracts

Duties and Obligations of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which Borrower and Xxxxxx hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) the Escrow Agent shall not have any duties or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions of any agreement between Borrower and/or Lender with respect to the subject matter hereof to which the Escrow Agent is not a party; (b) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (c) the Escrow Agent shall be entitled to rely exclusively upon and shall not be responsible to determine, nor shall it be required to investigate, the genuineness or validity of any document, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished to it, and the Escrow Agent is hereby authorized and directed to follow the instructions contained therein, and the Escrow Agent is and will at all times be fully indemnified pursuant to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder and believed by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Agreement, the Escrow Agent is hereby authorized and directed to comply with and obey any order, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, the Escrow Agent will not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the Escrow Agent shall not be responsible for including any portion of the interest earned on the Escrow Funds in its income for tax purposes; and (g) the Escrow Agent will not, by reason of this Agreement, be required to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur in connection with such litigation.

Duties and Obligations of Escrow Agent. (a) The acceptance by the Escrow Agent shall not at any time be under any duty or responsibility to any holder of its duties and obligations under this Agreement is subject Notes to determine whether any facts exist which may require any adjustments of the following terms and conditionsExchange Rate, which Borrower and Xxxxxx hereby agree shall govern and control or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent’s rights, duties, liabilities and immunities: (a) Agent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to Section 3 hereof. The Escrow Agent shall not have any duties or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions of any agreement between Borrower and/or Lender accountable with respect to the subject matter hereof to validity or value (or the kind or amount) of any Vencor Common Shares, or of any other securities or other property, which may at any time be delivered upon the exchange of any Note; and the Escrow Agent is makes no representation with respect thereto. The Escrow Agent shall not a party;be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture. (b) The Escrow Agent, either directly or through its nominee, shall be under no duty or obligation to enforce, through the duties institution of legal proceedings or otherwise, any of its rights as the record owner (either directly or through its nominee) of the Escrow Agent hereunder are intended and shall be deemed Vencor Common Shares or any other Escrowed Property either to be purely procedural and administrative secure possession of any cash or other securities or other property or otherwise to assert any rights or claims in nature; (c) the Escrow Agent shall be entitled to rely exclusively upon and shall not be responsible to determineinterest of any holder of Notes, nor shall it be required to investigatemake independent inquiry as to any matter but may rely upon such written notice pertaining to the Vencor Common Shares or other securities or other property as it shall receive from the Company, the genuineness Trustee or validity from the issuer of any documentof the securities held by it hereunder; PROVIDED that if the Escrow Agent shall be furnished with indemnity, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished in manner and form satisfactory to it, and against losses or expenses which may be sustained or incurred by it in taking such action, the Escrow Agent is hereby authorized and shall take such action as may be specifically directed to follow in writing by the instructions contained thereinCompany, and but the Escrow Agent is and will at all times shall have the right to decline to follow any such direction if it shall be fully indemnified pursuant advised by counsel that the actions so directed may not be lawfully taken or if the Escrow Agent shall in good faith determine that such action so directed would be unjustly prejudicial to Section 4.2 the holders of Notes. (c) The Escrow Agent shall be obligated to perform only such duties as are herein specifically set forth. The Escrow Agent shall not be liable for acting any action taken, omitted or suffered by it in accordance with such instructions given hereunder or thereunder good faith and believed by it to be authorized or within the Escrow Agent discretion or rights or powers conferred upon it by this Agreement, and may conclusively rely and shall be protected in acting or refraining from acting in reliance upon advice of counsel (which need not constitute an Opinion of Counsel) or upon any certificate, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Agreement, the Escrow Agent is hereby authorized and directed to comply with and obey any order, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, the Escrow Agent will not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds ; PROVIDED that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the Escrow Agent shall not be responsible for including make any portion of payment or deliver any Escrowed Property to the interest earned on the Escrow Funds in its income for tax purposes; and (g) the Escrow Agent will not, by reason of this Agreement, be required Company or any Permitted Transferee until delivery to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that an Officer's Certificate as to compliance with the Escrow Agent estimates it may incur conditions precedent provided for in connection with such litigation.Section 11.05(h)

Duties and Obligations of Escrow Agent. The acceptance (a) Upon receipt by Escrow Agent of the Deposit (which term, as used herein, shall refer either to the entire Deposit or, following the Initial Closing, the remaining portion of the Deposit then held by the Escrow Agent), Escrow Agent of its duties and obligations under this Agreement is subject shall cause the same to the following terms and conditions, which Borrower and Xxxxxx hereby agree shall govern and control with respect to the be deposited into an interest bearing account selected by Escrow Agent’s rights, duties, liabilities and immunities: (a) the it being agreed that Escrow Agent shall not have be liable for (y) any duties loss of such investment (unless due to Escrow Agent's gross negligence or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions willful misconduct) or (z) any failure to attain a favorable rate of any agreement between Borrower and/or Lender with respect to the subject matter hereof to which the Escrow Agent is not a party; (b) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (c) the return on such investment. Escrow Agent shall be entitled deliver the Deposit (or applicable portion thereof) to rely exclusively upon and shall not be responsible to determine, nor shall it be required to investigate, the genuineness or validity of any document, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished to it, and the Escrow Agent is hereby authorized and directed to follow the instructions contained therein, and the Escrow Agent is and will at all times be fully indemnified pursuant to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder and believed by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Agreement, the Escrow Agent is hereby authorized and directed to comply with and obey any order, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, the Escrow Agent will not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, Seller or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not makePurchaser, as the case may be, under the following conditions: (i) The portion of the Deposit applicable to the Properties being conveyed at such disposition Closing shall be delivered to Seller at the Closing upon receipt by Escrow Agent of a statement duly executed by Seller and Purchaser authorizing such portion of the Deposit to be released. (ii) The Deposit (or applicable portion thereof) shall be delivered to Seller within ten (10) Business Days following receipt by Escrow Agent of written demand therefor from Seller (a copy of which shall be simultaneously sent by Seller to Purchaser) stating that Purchaser has defaulted in the performance of its material obligations under this Agreement, and specifying the Section of this Agreement that entitles Seller to be paid the Deposit (or portion thereof), if Purchaser shall not have given notice of objection in accordance with such instructions or such award, order or judgment;the provisions set forth below; or (fiii) The Deposit (or applicable portion thereof) shall be delivered to Purchaser within ten (10) Business Days following receipt by Escrow Agent of written demand therefor from Purchaser (a copy of which shall be simultaneously sent by Purchaser to Seller) stating that Seller has defaulted in the performance of its material obligations under this Agreement or that this Agreement was terminated under circumstances entitling Purchaser to the return of the Deposit (or portion thereof), and specifying the Section of this Agreement that entitles Purchaser to the return of the Deposit (or portion thereof), if Seller shall not have given written notice of objection in accordance with the provisions set forth below; or (iv) The Deposit shall be delivered to Purchaser or Seller as directed by joint written instructions of Seller and Purchaser. (b) Upon the delivery of a written demand for the Deposit (or applicable portion thereof) by Seller or Purchaser, pursuant to subsection (ii) or (iii) above, the other party shall have the right to object to the delivery of the Deposit (or applicable portion thereof), by giving notice of such objection to Escrow Agent (with a copy to the party demanding the Deposit (or applicable portion thereof)) at any time within seven (7) days after such party's receipt of notice of the demand for the Deposit (or applicable portion thereof), but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. If Escrow Agent shall not be responsible for including any portion have timely received such notice of the interest earned on the Escrow Funds in its income for tax purposes; and (g) the objection, Escrow Agent will not, by reason of this Agreement, be required shall continue to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if hold the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur in connection with such litigation.Deposit until

Duties and Obligations of Escrow Agent. The acceptance (a) Upon receipt by Escrow Agent of the Deposit (which term, as used herein, shall refer either to the entire Deposit or, following the Initial Closing, the remaining portion of the Deposit then held by the Escrow Agent), Escrow Agent of its duties and obligations under this Agreement is subject shall cause the same to the following terms and conditions, which Borrower and Xxxxxx hereby agree shall govern and control with respect to the be deposited into an interest bearing account selected by Escrow Agent’s rights, duties, liabilities and immunities: (a) the it being agreed that Escrow Agent shall not have be liable for (y) any duties loss of such investment (unless due to Escrow Agent’s gross negligence or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions willful misconduct) or (z) any failure to attain a favorable rate of any agreement between Borrower and/or Lender with respect to the subject matter hereof to which the Escrow Agent is not a party; (b) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (c) the return on such investment. Escrow Agent shall be entitled deliver the Deposit (or applicable portion thereof) to rely exclusively upon and shall not be responsible to determine, nor shall it be required to investigate, the genuineness or validity of any document, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished to it, and the Escrow Agent is hereby authorized and directed to follow the instructions contained therein, and the Escrow Agent is and will at all times be fully indemnified pursuant to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder and believed by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Agreement, the Escrow Agent is hereby authorized and directed to comply with and obey any order, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, the Escrow Agent will not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, Seller or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not makePurchaser, as the case may be, under the following conditions: (i) The portion of the Deposit applicable to the Properties being conveyed at such disposition Closing shall be delivered to Seller at the Closing upon receipt by Escrow Agent of a statement duly executed by Seller and Purchaser authorizing such portion of the Deposit to be released. (ii) The Deposit (or applicable portion thereof) shall be delivered to Seller within ten (10) Business Days following receipt by Escrow Agent of written demand therefor from Seller (a copy of which shall be simultaneously sent by Seller to Purchaser) stating that Purchaser has defaulted in the performance of its material obligations under this Agreement, and specifying the Section of this Agreement that entitles Seller to be paid the Deposit (or portion thereof), if Purchaser shall not have given notice of objection in accordance with such instructions or such award, order or judgment;the provisions set forth below; or (fiii) The Deposit (or applicable portion thereof) shall be delivered to Purchaser within ten (10) Business Days following receipt by Escrow Agent of written demand therefor from Purchaser (a copy of which shall be simultaneously sent by Purchaser to Seller) stating that Seller has defaulted in the performance of its material obligations under this Agreement or that this Agreement was terminated under circumstances entitling Purchaser to the return of the Deposit (or portion thereof), and specifying the Section of this Agreement that entitles Purchaser to the return of the Deposit (or portion thereof), if Seller shall not have given written notice of objection in accordance with the provisions set forth below; or (iv) The Deposit shall be delivered to Purchaser or Seller as directed by joint written instructions of Seller and Purchaser. (b) Upon the delivery of a written demand for the Deposit (or applicable portion thereof) by Seller or Purchaser, pursuant to subsection (ii) or (iii) above, the other party shall have the right to object to the delivery of the Deposit (or applicable portion thereof), by giving notice of such objection to Escrow Agent (with a copy to the party demanding the Deposit (or applicable portion thereof)) at any time within seven (7) days after such party’s receipt of notice of the demand for the Deposit (or applicable portion thereof), but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. If Escrow Agent shall not be responsible for including any portion have timely received such notice of the interest earned on the Escrow Funds in its income for tax purposes; and (g) the objection, Escrow Agent will not, by reason of this Agreement, be required shall continue to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if hold the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur in connection with such litigation.Deposit until

Duties and Obligations of Escrow Agent. 5.1. The acceptance by parties hereto agree that the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms of Escrow Agent are only such as are herein specifically provided and conditions, which Borrower and Xxxxxx hereby agree shall govern and control with respect to the no other. Escrow Agent’s rightsduties are as a depositary only, duties, liabilities and immunities: (a) the Escrow Agent shall not have any duties incur no liability whatsoever, except as a direct result of its willful misconduct or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions of any agreement between Borrower and/or Lender with respect to the subject matter hereof to which the Escrow Agent is not a party;gross negligence. (b) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (c) the 5.2. Escrow Agent shall be entitled to rely exclusively upon consult with competent and responsible counsel of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such legal counsel. As to any matter not specifically provided for in this Agreement, Escrow Agent shall be entitled to request written instructions mutually executed by the Company, Buyer, and the Stockholders, and shall have the right to refrain from acting until it has received such written instructions. 5.3. Escrow Agent shall not be responsible bound in any way by the terms of any other agreement to determinewhich the Stockholders, nor Buyer, and the Company are or may be parties, whether or not it has knowledge thereof, and Escrow Agent shall it not in any way be required to investigatedetermine whether or not any other agreement has been complied with by the Stockholders, Buyer, and/or the genuineness Company, or validity any other party thereto. Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of any documentthis Agreement unless the same shall be in writing and signed by each of the Stockholders or the Stockholders on behalf of all of the Stockholders, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished to itBuyer, and the Escrow Agent is hereby authorized and directed to follow the instructions contained thereinCompany, and the Escrow Agent is and will at all times be fully indemnified pursuant agreed to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder and believed writing by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3;. (d) notwithstanding 5.4. If at any other provision time during the term of this Agreement, Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, other than to keep safely, the Escrow Agent is hereby authorized Amount held in escrow until it shall jointly be directed otherwise in writing by the Stockholders, Buyer, and directed to comply with and obey any order, judgment, decree the Company or award by a final judgment of any a court of competent jurisdiction, and in the case of such compliance, the . 5.5. Escrow Agent will not shall be liable by reason of such compliance to fully protected in relying upon any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a written notice, claimdemand, awardcertificate or document which it, orderin good faith, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers believes to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the genuine. Escrow Agent shall not be responsible for including any portion the sufficiency or accuracy of the interest earned on the Escrow Funds in its income form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for tax purposesany lack of endorsement thereon, or for any description therein; and (g) the nor shall Escrow Agent will notbe responsible or liable in any respect on account of the identity, by reason authority or rights of this Agreementthe persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. 5.6. Escrow Agent shall not be required to initiate, institute legal proceedings of any kind and shall not be required to defend or otherwise prosecute any legal proceeding unless proceedings which may be instituted against it or in respect to the Escrow Amount, any dividends thereon and until any other property deposited with Escrow Agent pursuant to this Agreement. 5.7. If Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to relinquish custody of the Escrow Stock or other deposited property, it may do so by giving five (5) days’ written notice to the parties of its intention and thereafter delivering the Escrow Amount or other property to any other escrow agent mutually agreeable to the Stockholders, Buyer, and the Company and, if no such escrow agent shall be selected within three (3) days of Escrow Agent’s notification to the Stockholders, Buyer, and the Company of its desire to so relinquish custody of the Escrow Amount or other property, then Escrow Agent may do so by delivering the Escrow Amount or other property (a) to any bank or trust company in North Carolina, which is indemnifiedwilling to act as escrow agent hereunder in place and instead of Escrow Agent, or (b) to the clerk or other proper officer of a court of competent jurisdiction as may be permitted by law within North Carolina. The fee of any such bank or trust company or court officer shall be borne one-half by the Stockholders and one-half by Buyer. Upon such delivery, Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Escrow Amount or other property and the Company and the Stockholders shall promptly pay to Escrow Agent all monies which may be owed it for its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxxservices hereunder, including, if but not limited to, reimbursement of its out-of-pocket expenses pursuant to Section 5.9 below. 5.8. This Agreement shall not create any fiduciary duty on Escrow Agent’s part to the Stockholders, Buyer, or the Company, nor disqualify Escrow Agent from representing any party hereto (or any affiliate of any party hereto) in any dispute with the other, including any dispute with respect to the Escrow Agent considers necessary, by way of advance deposit Amount or other property deposited with the Escrow Agent of amounts representing costs and or otherwise. 5.9. The reasonable out-of-pocket expenses that the paid or incurred by Escrow Agent estimates it may incur in connection with such litigationthe administration of its duties hereunder, including, but not limited to, all counsel and advisors’ and agents’ fees and all taxes or other governmental charges, if any, shall be paid by one-half by the Stockholders and one-half by Buyer.

Duties and Obligations of Escrow Agent. (a) The acceptance by parties hereto agree that the duties and obligations of the Escrow Agent shall be only those obligations herein specifically provided and no other. The Escrow Agent’s duties are those of a depositary only, and the Escrow Agent shall incur no liability whatsoever, except as a direct result of its willful misconduct or gross negligence in the performance of its duties hereunder. (b) The Escrow Agent may consult with counsel of its choice, and obligations under this Agreement is subject shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the following advice of such counsel. (c) The Escrow Agent shall not be bound in any way by the terms of any other agreement to which the Depositor and conditionsthe Company are parties, which Borrower and Xxxxxx hereby agree shall govern and control with respect to whether or not the Escrow Agent’s rightsAgent has knowledge thereof, duties, liabilities and immunities: (a) the Escrow Agent shall not have in any duties way be required to determine whether or responsibilities as escrow agent hereunder except those set forth in this Agreementnot any other agreement has been complied with by the Depositor and the Company, and or any other party thereto. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by the Depositor and the Company and agreed to in writing by the Escrow Agent. (d) If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of any agreement between Borrower and/or Lender with respect to the subject matter hereof to which the Escrow Agent is not a party; (b) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (c) this Agreement, the Escrow Agent shall be entitled to rely exclusively refrain from taking any action other than keeping safely the Escrow Shares or take action it deems until the Escrow Agent is directed otherwise in writing jointly by the Depositor and the Company or by a final judgment of a court of competent jurisdiction. (e) The Escrow Agent shall be fully protected in relying upon any written notice, instruction, demand, certificate or document which the Escrow Agent, in good faith, believes to be genuine. The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (f) The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be responsible to determine, nor shall it be required to investigatedefend any legal proceedings which may be instituted against it or in respect of the Escrow Shares. (g) If the Escrow Agent at any time, the genuineness in its sole discretion, deems it necessary or validity advisable to relinquish custody of any documentof the Escrow Shares, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished it may do so by delivering the same to it, another Person that agrees to act as escrow agent hereunder and whose substitution for the Escrow Agent is hereby authorized agreed upon in writing by the Depositor and directed to follow the instructions contained thereinCompany. The Company may appoint a successor Escrow Agent without the consent of the Depositor so long as such successor is a chartered bank and may appoint any other successor Escrow Agent with the consent of the Depositor, and which shall not be unreasonably withheld. If no such escrow agent is selected within ten (10) days after the Escrow Agent is gives notice to the Depositor and will at all times be fully indemnified pursuant the Company of the Escrow Agent’s desire to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder so relinquish custody of the Escrow Shares and believed by resign as Escrow Agent, then the Escrow Agent may do so by delivering the Escrow Shares to have been signed the clerk or other proper officer of a state or federal court of competent jurisdiction situate in the state and county of New York. The fee of any court officer shall be borne by the proper partiesCompany. For greater certaintyUpon such delivery, the Escrow AgentAgent shall be dis­charged from any and all responsibility or liability with respect to the Escrow Shares and this Agreement and each of the Depositor and the Company shall promptly pay all monies it may owe to the Escrow Agent for its services hereunder, including including, but not limited to, reimbursement of its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3;out-of-pocket expenses. (dh) notwithstanding any other provision Upon the performance of this Agreement, the Escrow Agent is hereby authorized shall be deemed released and directed to comply with and obey any order, judgment, decree or award discharged of any court of competent jurisdiction, and in the case of such compliance, the further obligations hereunder. (i) The Escrow Agent will not be liable by reason of such compliance agrees to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in perform its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition obligations hereunder in accordance with such instructions or such award, order or judgment; (f) the Escrow Agent shall not be responsible for including any portion provisions of the interest earned on the Escrow Funds in its income for tax purposes; and (g) the Escrow Agent will not, by reason of this Agreement, be required to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur in connection with such litigationSection hereof.

Duties and Obligations of Escrow Agent. (a) The acceptance by the Escrow Agent shall not at any time be under any duty or responsibility to any holder of its duties and obligations under this Agreement is subject Debentures to determine whether any facts exist which may require any adjustments of the following terms and conditionsExchange Rate, which Borrower and Xxxxxx hereby agree shall govern and control or with respect the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent’s rights, duties, liabilities and immunities: (a) Agent may conclusively rely as to all such matters upon the notice furnished by the Company or upon the absence of such notice. The Escrow Agent shall not have any duties or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions of any agreement between Borrower and/or Lender accountable with respect to the subject matter hereof to validity or value (or the kind or amount) of any shares, of NutraMax Common Stock, or of any other securities or other property, which may at any time be issued or delivered upon the exchange of any Debenture; and the Escrow Agent is makes no representation with respect thereto. The Escrow Agent shall not a party;be responsible for any failure of the Company to comply with any of its covenants contained in this Agreement or in the Indenture. (b) The Escrow Agent, either directly or through its nominee, shall be under no duty or obligation to enforce, through the duties institution of legal proceedings or otherwise, any of its rights as the record owner (either directly or through its nominee) of the Escrow Agent hereunder are intended and shall be deemed shares of NutraMax Common Stock or any other Escrowed Property either to be purely procedural and administrative secure possession of any cash or other securities or other property or otherwise to assert any rights or claims in nature; (c) the Escrow Agent shall be entitled to rely exclusively upon and shall not be responsible to determineinterest of any holder of Debentures, nor shall it be required to investigatemake independent inquiry as to as to any matter but can conclusively rely upon such written notice pertaining to the shares of NutraMax Common Stock or other securities or other property as it shall receive from the Company, the genuineness Trustee or validity from the issuer of any documentany, directionof the securities held by it hereunder; provided that if the Escrow Agent shall be furnished with indemnity, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished in manner and form satisfactory to it, and the Escrow Agent is hereby authorized and directed to follow the instructions contained therein, and the Escrow Agent is and will at all times against losses or expenses which may be fully indemnified pursuant to Section 4.2 for acting in accordance with such instructions given hereunder sustained or thereunder and believed incurred by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Agreementtaking such action, the Escrow Agent is hereby authorized and shall take such action as may be specifically directed to comply with and obey any orderin writing by the Company, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, but the Escrow Agent will shall have the right to decline to follow any such direction if it shall be advised by counsel that the actions so directed may not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree lawfully taken or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines shall in good faith determine that it is unable such action so directed would be prejudicial to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the holders of Debentures. (c) The Escrow Agent may refuse shall be obligated to make any payment perform only such duties as are herein specifically set forth and may retain the Escrow Funds in its possession shall have no duty or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender obligation to inquire into than terms or until directed by an award, order or judgment conditions of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the other document. The Escrow Agent shall not be responsible liable for including any portion of action taken, omitted or suffered by it in good faith and believed by it to be authorized or within the interest earned on the Escrow Funds in its income for tax purposes; and (g) the Escrow Agent will not, discretion or rights or powers conferred upon it by reason of this Agreement, and may conclusively rely and shall be required to initiate, defend protected in acting or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur refraining from acting in connection with such litigation.reliance upon advice of

Duties and Obligations of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which Borrower and Xxxxxx hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) of the Escrow Agent shall not have any duties or responsibilities as escrow agent hereunder except those set forth in be limited to, and determined solely by, the provisions of this Escrow Agreement, and shall not be bound by the provisions of any agreement between Borrower and/or Lender with respect to the subject matter hereof to which the Escrow Agent is not a party;charged with knowledge of or any duties or responsibilities in respect of any other agreement or document. In furtherance and not in limitation of the foregoing: (b) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (ci) the Escrow Agent shall be entitled to rely exclusively fully protected in relying in good faith upon and shall not be responsible to determineany written certification, nor shall it be required to investigate, the genuineness or validity of any documentnotice, direction, notice, request, waiver, consent, receipt, election receipt or declaration deposited with or furnished to it, and other document that the Escrow Agent is hereby authorized reasonably believes to be genuine and directed to follow the instructions contained thereinduly authorized, executed and delivered; (ii) the Escrow Agent is shall not be liable for any error of judgment, or for any act done or omitted by it, or for any mistake in fact or law, or for anything that it may do or refrain from doing in connection herewith in good faith and will at all times be fully indemnified pursuant to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder and believed by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agentcare, including its officersreasonable inquiry, directorsas an ordinarily prudent person in like position would use under similar circumstances; provided, partnershowever, employeesthat, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Escrow Agreement, the Escrow Agent shall be liable for its breach of this Escrow Agreement; (iii) the Escrow Agent may seek the advice of legal counsel, selected with reasonable care and given full information as to the context in which an issue arises, in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel; (iv) in the event that the Escrow Agent shall in any instance, after seeking the advice of legal counsel pursuant to the immediately preceding clause, in good faith be uncertain as to its duties or rights hereunder, it shall be entitled to refrain from taking any action in that instance and its sole obligation, in addition to those of its duties hereunder as to which there is hereby authorized no such uncertainty, shall be to keep safely the Stock until it shall be directed otherwise in writing by QAD and directed Taylor in the event that the Escrxx Xxent has not received such written direction or court order within sixty (60) calendar days after requesting the same, it shall have the right to comply with interplead QAD and obey any order, judgment, decree or award of Taylor in any court of competent jurisdiction, xxxxxdiction and in the case of request that such compliance, the Escrow Agent will not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacatedcourt determine its rights and duties hereunder; (ev) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse execute any of its powers or responsibilities hereunder and exercise any rights hereunder either directly or by or through agents or attorneys selected with reasonable care, nothing in this Escrow Agreement shall be deemed to make any payment and may retain impose upon the Escrow Funds Agent any duty to qualify to do business or to act as fiduciary or otherwise in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx any jurisdiction other than the State of California and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the Escrow Agent shall not be responsible for including and shall not be under a duty to examine into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any portion of the interest earned on the Escrow Funds in its income for tax purposesagreement amendatory or supplemental hereto; and (gvi) the general provisions of the Escrow Agent will not, by reason of this Agreement, be required to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally are attached hereto as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur in connection with such litigation.Exhibit C.

Duties and Obligations of Escrow Agent. (a) The acceptance by the Escrow Agent shall not at any time be under any duty or responsibility to any holder of its duties and obligations under this Agreement is subject Notes to determine whether any facts exist which may require any adjustments of the following terms and conditionsExchange Rate, which Borrower and Xxxxxx hereby agree shall govern and control or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to this Agreement, including without limitation, those pursuant to Section 3 hereof. The Escrow Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Vencor Common Shares, or of any other securities or other property, which may at any time be delivered upon the exchange of any Note; and the Escrow Agent makes no representation with respect thereto. The Escrow Agent shall not be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture. (b) The Escrow Agent’s rights, dutieseither directly or through its nominee, liabilities shall be under no duty or obligation to enforce, through the institution of legal proceedings or otherwise, any of its rights as the record owner (either directly or through its nominee) of the Vencor Common Shares or any other Escrowed Property either to secure possession of any cash or other securities or other property or otherwise to assert any rights or claims in the interest of any holder of Notes, nor shall it be required to make independent inquiry as to any matter but may rely upon such written notice pertaining to the Vencor Common Shares or other securities or other property as it shall receive from the Company, the Trustee or from the issuer of any of the securities held by it hereunder; provided that if the Escrow Agent shall be furnished with indemnity, in manner and immunities:form satisfactory to it, against losses or expenses which may be sustained or incurred by it in taking such action, the Escrow Agent shall take such action as may be specifically directed in writing by the Company, but the Escrow Agent shall have the right to decline to follow any such direction if it shall be advised by counsel that the actions so directed may not be lawfully taken or if the Escrow Agent shall in good faith determine that such action so directed would be unjustly prejudicial to the holders of Notes. (ac) The Escrow Agent shall be obligated to perform only such duties as are herein specifically set forth. The Escrow Agent shall not be liable for any action taken, omitted or suffered by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may conclusively rely and shall be protected in acting or refraining from acting in reliance upon advice of counsel (which need not constitute an Opinion of Counsel) or upon any certificate, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties; provided that the Escrow Agent shall not have make any duties payment or responsibilities deliver any Escrowed Property to the Company, NMEPI, NMEPHC or any Permitted Transferee until delivery to the Escrow Agent of an Officers' Certificate as escrow agent hereunder except those set forth to compliance with the conditions precedent provided for in this Agreement, and Section 10.05(h) of the Indenture. The Escrow Agent shall not be bound by required to take any action hereunder which, in the provisions opinion of any agreement between Borrower and/or Lender with respect its counsel, will be contrary to law. In the subject matter hereof to which event the Escrow Agent is not a party; instructed by the Company to sell any securities (bincluding the Vencor Common Shares) the duties of the Escrow Agent hereunder are intended and shall be deemed to be purely procedural and administrative in nature; (c) that constitute Escrowed Property, the Escrow Agent shall be entitled to rely exclusively upon and shall not be responsible an opinion of counsel (which counsel is satisfactory to determine, nor shall it be required to investigate, the genuineness or validity of any document, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished to it, and the Escrow Agent is hereby authorized and directed to follow the instructions contained therein, and the Escrow Agent is and will at all times be fully indemnified pursuant to Section 4.2 for acting in accordance with such instructions given hereunder or thereunder and believed by the Escrow Agent to have been signed by the proper parties. For greater certainty, the Escrow Agent), including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision the effect that the proposed sale of this Agreement, the Escrow Agent is hereby authorized and directed to comply with and obey any order, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, the Escrow Agent securities will not be liable by reason of such compliance to violate any Person even if thereafter, such order, judgment, decree applicable United States federal or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the Escrow Agent shall not be responsible for including any portion of the interest earned on the Escrow Funds in its income for tax purposes; and (g) the Escrow Agent will not, by reason of this Agreement, be required to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that the Escrow Agent estimates it may incur in connection with such litigationstate securities laws.

Duties and Obligations of Escrow Agent. (a) The acceptance by the Escrow Agent shall not at any time be under any duty or responsibility to any holder of its duties and obligations under this Agreement is subject Notes to determine whether any facts exist which may require any adjustments of the following terms and conditionsExchange Rate, which Borrower and Xxxxxx hereby agree shall govern and control or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent’s rightsAgent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to this Agreement, dutiesincluding without limitation, liabilities and immunities: (a) the those pursuant to Section 3 hereof. The Escrow Agent shall not have any duties or responsibilities as escrow agent hereunder except those set forth in this Agreement, and shall not be bound by the provisions of any agreement between Borrower and/or Lender accountable with respect to the subject matter hereof to validity or value (or the kind or amount) of any Vencor Common Shares, or of any other securities or other property, which may at any time be delivered upon the exchange of any Note; and the Escrow Agent is makes no representation with respect thereto. The Escrow Agent shall not a party;be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture. (b) The Escrow Agent, either directly or through its nominee, shall be under no duty or obligation to enforce, through the duties institution of legal proceedings or otherwise, any of its rights as the record owner (either directly or through its nominee) of the Escrow Agent hereunder are intended and shall be deemed Vencor Common Shares or any other Escrowed Property either to be purely procedural and administrative secure possession of any cash or other securities or other property or otherwise to assert any rights or claims in nature; (c) the Escrow Agent shall be entitled to rely exclusively upon and shall not be responsible to determineinterest of any holder of Notes, nor shall it be required to investigatemake independent inquiry as to any matter but may rely upon such written notice pertaining to the Vencor Common Shares or other securities or other property as it shall receive from the Company, the genuineness Trustee or validity from the issuer of any documentof the securities held by it hereunder; PROVIDED that if the Escrow Agent shall be furnished with indemnity, direction, notice, request, waiver, consent, receipt, election or declaration deposited with or furnished in manner and form satisfactory to it, and against losses or expenses which may be sustained or incurred by it in taking such action, the Escrow Agent is hereby authorized and shall take such action as may be specifically directed to follow in writing by the instructions contained thereinCompany, and but the Escrow Agent is and will at all times shall have the right to decline to follow any such direction if it shall be fully indemnified pursuant advised by counsel that the actions so directed may not be lawfully taken or if the Escrow Agent shall in good faith determine that such action so directed would be unjustly prejudicial to Section 4.2 the holders of Notes. (c) The Escrow Agent shall be obligated to perform only such duties as are herein specifically set forth. The Escrow Agent shall not be liable for acting any action taken, omitted or suffered by it in accordance with such instructions given hereunder or thereunder good faith and believed by it to be authorized or within the Escrow Agent rights or powers conferred upon it by this Agreement, and may conclusively rely and shall be protected in acting or refraining from acting in reliance upon advice of counsel (which need not constitute an Opinion of Counsel) or upon any certificate, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. For greater certainty, the Escrow Agent, including its officers, directors, partners, employees, agents, representatives, members, attorneys, successors or assigns, will have no liability for making a payment pursuant to a direction delivered to it in accordance with Article 3; (d) notwithstanding any other provision of this Agreement, the Escrow Agent is hereby authorized and directed to comply with and obey any order, judgment, decree or award of any court of competent jurisdiction, and in the case of such compliance, the Escrow Agent will not be liable by reason of such compliance to any Person even if thereafter, such order, judgment, decree or award is appealed, reversed, modified, annulled, set aside or vacated; (e) if the Escrow Agent receives a notice, claim, award, order, judgment, demand or instruction with respect to the Escrow Funds ; PROVIDED that the Escrow Agent considers to be conflicting with one or more other such notices, claims, awards, orders, judgments, demands or instructions, or to be incomplete, ambiguous or otherwise insufficient for the purposes of the Escrow Agent, or if for any other reason the Escrow Agent determines in good faith that it is unable to identify clearly the Person or Persons entitled to receive the Escrow Funds or the amount thereof to be paid, the Escrow Agent may refuse to make any payment and may retain the Escrow Funds in its possession or control until it has received instructions in writing confirmed by Xxxxxxxx and Lender or until directed by an award, order or judgment of any court of competent jurisdiction, whereupon it will make or not make, as the case may be, such disposition in accordance with such instructions or such award, order or judgment; (f) the Escrow Agent shall not be responsible for including make any portion of payment or deliver any Escrowed Property to the interest earned on the Escrow Funds in its income for tax purposes; and (g) the Escrow Agent will notCompany, by reason of this AgreementNMEPI, be required NMEPHC or any Permitted Transferee until delivery to initiate, defend or otherwise prosecute any legal proceeding unless and until it is indemnified, to its satisfaction, equally as to 50% by Borrower and 50% by Xxxxxx, including, if the Escrow Agent considers necessary, by way of advance deposit with the Escrow Agent of amounts representing costs and expenses that an Officers' Certificate as to compliance with the Escrow Agent estimates it may incur conditions precedent provided for in connection with such litigation.Section 10.05(h)