Common use of ESCROW AGENT’S AUTHORITY; INDEMNIFICATION Clause in Contracts

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee and Lessor jointly and severally Section 4.03. If Lessee or Lessor shall be in disagreement about the interpretation of the Lease or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent shall be indemnified to the extent authorized by law for all costs of such action, including attorneys’ fees, by the party whose position on interpretation of the Lease or this Escrow Agreement is not sustained in the civil action filed by the Escrow Agent. Section 4.04. The Escrow Agent may consult with counsel of its own choice and shall not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken in good faith in accordance with the reasonable advice of such counsel.

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. 4.1 The Escrow Agent may act in reliance upon any writing or instrument or signature which that it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. If the genuineness, validity or accuracy of any writing, instrument, statement, assertion or notice appears questionable to the Escrow Agent, the Escrow Agent shall contact the Lessee to seek clarification. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its the Escrow Agent’s duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless 4.2 To the extent permitted by law and unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, the Lessee hereby agrees to indemnify the Escrow Agent and Lessor jointly hold it harmless from any and severallyall claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, that it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. The indemnification obligations of the Lessee under this Section 4.034.3 The Escrow Agent will not receive a fee for performing the ordinary services it provides under this Escrow Agreement. Ordinary services include routine administrative tasks necessary to manage the escrow account, such as processing deposits and disbursements, maintaining records, and providing standard communications. However, the Escrow Agent shall be entitled to reimbursement for any extraordinary services, which encompass all services and actions beyond these ordinary duties. 4.4 If Lessee or Lessor the parties shall be in disagreement about the interpretation of the Lease/Purchase Agreement, the Site Lease or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent Agent shall be indemnified to by the extent authorized by law Lessee for all costs of such actioncosts, including reasonable attorneys’ fees, by the party whose position on interpretation in connection with such civil action, and shall be fully protected in suspending all or part of the Lease or its activities under this Escrow Agreement until a final judgment in such action is not sustained in the civil action filed by the Escrow Agentreceived. Section 4.04. 4.5 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken of any kind unless caused by its gross negligence or willful misconduct. 4.6 The Escrow Agent in good faith in accordance with its sole discretion may engage an agent to perform any of the reasonable advice obligations of such counselthe Escrow Agent hereunder, provided that the Escrow Agent shall remain primarily liable for performance of all obligations imposed upon it by this Escrow Agreement. 4.7 ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL THE ESCROW AGENT, THE LESSEE, OR THE LESSOR BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT, THE LESSEE, OR THE LESSOR, AS APPLICABLE, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person Person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Prior to or concurrent with the delivery and execution of this Agreement each of Purchaser and Radio Unica shall deliver an incumbency certificate to Escrow Agent designating the person or persons of such Party from whom the Escrow may accept written instructions. Each incumbency certificate shall contain a specimen signature of each person so designated and each of Purchaser and Radio Unica may update or revise its incumbency certificate from time to time. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person Person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless the Escrow Agent is guilty of gross negligence negligence, bad faith or willful misconduct with regard to its duties hereunder, Lessee Purchaser and Lessor Radio Unica hereby agree, jointly and severally, to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise, or any other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between Purchaser and Radio Unica as to the correct interpretation of the Purchase Agreement or this Agreement and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. The foregoing indemnities in this Section 4.02 shall survive the resignation or substitution of Escrow Agent or the Termination Date. Section 4.03. If Lessee or Lessor Purchaser and Radio Unica shall be in disagreement about the interpretation of the Lease Purchase Agreement or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent Agent shall be indemnified to the extent authorized indemnified, jointly and severally, by law Purchaser and Radio Unica for all costs of costs, including reasonable attorneys' fees, in connection with such civil action, including attorneys’ feesand shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment, by the party whose position on interpretation without any further right of the Lease or this Escrow Agreement appeal, in such action is not sustained in the civil action filed by the Escrow Agentreceived. Section 4.04. The Escrow Agent may consult with counsel of its own choice and shall not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken of any kind, unless caused by its gross negligence, bad faith or willful misconduct. Section 4.05. Escrow Agent may consult with legal counsel of its own choosing, at the joint expense of Purchaser and Radio Unica, as to any matter relating to this Holdback Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with the reasonable any advice of from such counsel. Section 4.06. Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). Section 4.07. Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Holdback Escrow Agreement. Uninvested funds held hereunder shall not earn or accrue interest. Section 4.08. In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Funds, unless Escrow Agent receives written instructions signed by each of Purchaser and Radio Unica, which eliminates such ambiguity or uncertainty. Section 4.09. In the event of any dispute between or conflicting claims among the Purchaser and Radio Unica and any other Person with respect to any Escrow Funds, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Funds so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to Purchaser or Radio Unica for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. Escrow Agent shall act on such court order and legal opinions without further question. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Purchaser and Radio Unica.

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee Xxxxxx and Lessor Xxxxxx jointly and severallyseverally hereby agree, to the extent authorized by law, to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under Section 4.03. If Lessee or Lessor shall be in disagreement about the interpretation of the Lease or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent shall be indemnified to the extent authorized by law for all costs of such action, including attorneys’ fees, by the party whose position on interpretation of the Lease or this Escrow Agreement is not sustained in the civil action filed by the Escrow Agent. Section 4.04. The Escrow Agent may consult with counsel of its own choice and shall not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken in good faith in accordance with the reasonable advice of such counsel.

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee hereby agrees to indemnify Escrow Agent and Lessor jointly hold it harmless from any and severallyall claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys’ fees, court costs, for any suit, interpleader or otherwise, or any other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising among Lessee, Issuer and Bondholder as to the correct interpretation of the Lease Agreement or this Agreement and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. Section 4.03. If Lessee Lessee, Issuer or Lessor Bondholder shall be in disagreement about the interpretation of the Lease Agreement or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent Agent shall be indemnified to the extent authorized by law Lessee for all costs of such actioncosts, including reasonable attorneys’ fees, by the party whose position on interpretation in connection with such civil action, and shall be fully protected in suspending all or part of the Lease or its activities under this Escrow Agreement until a final judgment in such action is not sustained in the civil action filed by the Escrow Agentreceived. Section 4.04. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken in good faith in accordance with the reasonable advice of such counselany kind unless caused by its negligence or misconduct.

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person Person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Prior to or concurrent with the delivery and execution of this Agreement each of Purchaser and Radio Unica shall deliver an incumbency certificate to Escrow Agent designating the person or persons of such Party from whom the Escrow may accept written instructions. Each incumbency certificate shall contain a specimen signature of each person so designated and each of Purchaser and Radio Unica may update or revise its incumbency certificate from time to time. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person Person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless the Escrow Agent is guilty of gross negligence negligence, bad faith or willful misconduct with regard to its duties hereunder, Lessee Purchaser and Lessor Radio Unica hereby agree, jointly and severally, to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise, or any other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between Purchaser and Radio Unica as to the correct interpretation of the Purchase Agreement or this Agreement and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. The foregoing indemnities in this Section 4.02 shall survive the resignation or substitution of Escrow Agent or the Termination Date. Section 4.03. If Lessee or Lessor Purchaser and Radio Unica shall be in disagreement about the interpretation of the Lease Purchase Agreement or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent Agent shall be indemnified to the extent authorized indemnified, jointly and severally, by law Purchaser and Radio Unica for all costs of costs, including reasonable attorneys' fees, in connection with such civil action, including attorneys’ feesand shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment, by the party whose position on interpretation without any further right of the Lease or this Escrow Agreement appeal, in such action is not sustained in the civil action filed by the Escrow Agentreceived. Section 4.04. The Escrow Agent may consult with counsel of its own choice and shall not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken of any kind, unless caused by its gross negligence, bad faith or willful misconduct. Section 4.05. Escrow Agent may consult with legal counsel of its own choosing, at the joint expense of Purchaser and Radio Unica, as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with the reasonable any advice of from such counsel. Section 4.06. Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). Section 4.07. Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Escrow Agreement. Uninvested funds held hereunder shall not earn or accrue interest. Section 4.08. In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Funds, unless Escrow Agent receives written instructions signed by each of Purchaser and Radio Unica, which eliminates such ambiguity or uncertainty. Section 4.09. In the event of any dispute between or conflicting claims among the Purchaser and Radio Unica and any other Person with respect to any Escrow Funds, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Funds so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to Purchaser or Radio Unica for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. Escrow Agent shall act on such court order and legal opinions without further question. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Purchaser and Radio Unica. Section 4.10. No printed or other material in any language, including prospectuses, notices, reports, and promotional material, which mentions "Bankers Trust Company", "Deutsche Bank Trust Company Americas" or "Deutsche Bank AG" or any of their respective affiliates by name or the rights, powers, or duties of Escrow Agent under this Escrow Agreement, shall be issued by any other Party, or on such Party's behalf, without the prior written consent of Escrow Agent, provided that the foregoing shall not preclude the filing and use of this Agreement or any document referring to this Agreement with or by any court or governmental authority.

ESCROW AGENT’S AUTHORITY; INDEMNIFICATION. Section 4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner any.manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.02. Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee Lessee, to the extent permitted by law, agrees to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. The Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys’ fees, court costs, for any suit, inter-pleader or otherwise, or any other expenses, fees or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between Xxxxxx and Lessor jointly as to the correct interpretation of the Lease or this Escrow Agreement and severallyinstructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. Section 4.03. If Lessee or Lessor shall be in disagreement about the interpretation of the Lease or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow agent Agent shall be indemnified to the extent authorized by law for all costs of such actioncosts, including reasonable attorneys’ fees, by the party whose position on interpretation in connection with such civil action, and shall be fully protected in suspending all or part of the Lease or its activities under this Escrow Agreement until a final judgment in such action is not sustained in the civil action filed by the Escrow Agentreceived. Section 4.04. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions taken in good faith in accordance with the reasonable advice of such counselany kind unless caused by its negligence or misconduct.