Common use of Limitation of Liabilities; Indemnification Clause in Contracts

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreement. (b) Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of this Section 6.05(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Agent shall not be required to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability for any loss, cost or damage that the QI or any Legal Entity or any other person or entity may sustain by reason of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein provided.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreement. (b) Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of this Section 6.05(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Agent shall not be required to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability for any loss, cost or damage that the QI or any Legal Entity or any other person or entity may sustain by reason of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which that prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein provided.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge Subject to the provisions of paragraph 13(c) hereof, and agree that the duties excluding any of the Escrow Agent hereunder are purely ministerialfollowing arising out of Sublessor's negligence, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance or breach of its Sublessor's obligations under this Escrow Agreement other than as a result Sublease, no claim for damages or compensation or abatement of gross negligence rent or willful misconduct. Subject to otherwise shall be made by Sublessee by reason of inconvenience, nuisance or discomfort arising from the foregoing, diminution in the Escrow Agent shall not be responsible quality or liable quantity or interruption or cessation of or failure in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf supply of any Legal Entity utilities, services or systems serving the QI provided for hereinSubleased Premises or from the repair, (b) the acts renovation or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment rebuilding of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any portion of the transactionsBuilding or basic systems thereof nor shall the same give rise to a claim in Sublessee's favor that such interruption, cessation, failure, repair, renovation or rebuilding constitutes actual or constructive, total or partial eviction from the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow AgreementSubleased Premises. (b) Hertz shallTo the extent not prohibited by law, and hereby doesexcluding the negligence and willful misconduct of Sublessor, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, Sublessor's employees, agents and attorneys from and against all claimsagents, lossservants, damage and costscontractors, including reasonable attorney’s feesor invitees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of this Section 6.05(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Agent Sublessor shall not be required liable or in any way responsible for the death of or injury to give any bond Sublessee or others, or for the loss of or damage to property (including books, records, files, money, securities, negotiable instruments, papers or other security hereunder. The QI valuables) of Sublessee or others, or for any indirect or consequential or economic loss, injury or damage (including business losses or damages for personal discomfort or inconvenience) of Sublessee or others arising from or out of any occurrence or situation in, upon, at or relating to the Subleased Premises and/or the Building, and each Legal Entity hereby acknowledge that without limiting the Escrow Agent generality of the foregoing, Sublessor shall not have any liability for any loss, cost or damage that the QI or any Legal Entity or any other person or entity may sustain by reason of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein provided.be

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge Sub-Placement Agent and agree that the duties of the Escrow its directors, officers, agents, members and employees (each, a “Sub-Placement Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent Indemnitee”) shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever liable for any action taken, suffered error of judgment or omitted mistake of law or for any loss or injury suffered by UMBDS in connection with the Sub-Placement Agent’s obligations and duties under this Agreement, except a loss resulting from its actions fraud, willful misconduct, bad faith or gross negligence in the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, such obligations and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreementduties. (b) Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent UMBDS and its respective officers, directors, employeesofficers, agents and attorneys employees shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Sub-Placement in connection with UMBDS’s obligations and duties under this Agreement, except a loss resulting from fraud, willful misconduct, bad faith or gross negligence in the performance of such obligations and duties. (c) UMBDS as appropriate shall indemnify the Sub-Placement Agent Indemnitees against all losses, claims, lossdamages, damage and liabilities, costs, including and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable attorney’s counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which such Sub-Placement Agent Indemnitee may be or may have been involved as a party or otherwise, or with which such Sub-Placement Agent Indemnitee may be or may have been threatened, arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in a Memorandum or any other solicitation material prepared by a Fund or UMBDS and furnished to the Sub-Placement Agent when read as a whole; (ii) any material breach of any of the representations or obligations of UMBDS with respect to this Agreement; (iii) fraud, willful misconduct, bad faith or gross negligence by UMBDS in the performance of its duties under this Agreement; or (iv) Sub-Placement Agent’s performance of services pursuant to this Agreement, except to the extent such loss, claim, damage, liability, cost, or expense result from fraud, willful misconduct, bad faith or gross negligence in the performance of the Escrow Sub-Placement Agent’s duties hereunder, except and obligations under this Agreement or any material breach of any of the representations or obligations of Sub-Placement Agent with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of this Section 6.05(b) shall survive the termination of this Escrow Agreement. (cd) The Escrow Sub-Placement Agent shall indemnify UMBDS, the Funds, and any of their respective directors, trustees, board members, officers, agents and employees (each, an “UMBDS Indemnitee”) against all losses, claims, damages, liabilities, costs, and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which an UMBDS Indemnitee may be or may have been involved as a party or otherwise, or with which an UMBDS Indemnitee may be or may have been threatened, arising out of or based upon (i) any material breach of any of the representations or obligations of the Sub-Placement Agent with respect to this Agreement or (ii) fraud, willful misconduct, bad faith or gross negligence by the Sub-Placement Agent in the performance of its duties under this Agreement. (e) In the event that any party hereto is or becomes a party to any action or proceeding in respect of which it may be entitled to seek indemnification hereunder (“indemnitee”), where permitted by law, the indemnitee shall promptly notify any other party from whom the indemnitee may seek indemnification hereunder (“indemnitor”). The indemnitor shall be entitled to participate in any such suit or proceeding and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee. After notice of an election by the indemnitor so to assume the defense thereof, the indemnitor will not be liable to the indemnitee hereunder for any legal or other expenses subsequently incurred by the indemnitee in connection with the defense thereof other than reasonable costs of investigation or reasonable legal expenses incurred as a result of (i) potential conflicts of interest between the indemnitee and indemnitor or (ii) the protection of proprietary or privacy interests of other clients of the indemnitee. The indemnitor shall advance to the indemnitee the reasonable costs and expenses of investigating and/or defending such claim, subject to receiving a written undertaking from the indemnitee to repay such amounts if and to the extent of any subsequent determination by a court or other tribunal of competent jurisdiction that the indemnitee was not entitled to indemnification hereunder. (f) The indemnitor shall not be required to give liable hereunder for any bond settlement of any action or other security hereunderclaim effected without its written consent thereto. The QI and each Legal Entity hereby acknowledge that the Escrow Agent Such consent shall not have any liability for any lossbe unreasonably withheld. (g) The foregoing agreements of indemnity shall be in addition to, cost and shall in no respect limit or damage that the QI or any Legal Entity or restrict, any other person or entity remedies which may sustain by reason of the failure be available to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein providedan indemnified party under this Agreement.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge Placement Agent and agree that the duties of the Escrow Agent hereunder are purely ministerialits directors, at the request of the QI officers, members and each Legal Entity and for their convenience. The Escrow Agent employees (each, an “Indemnitee”) shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever liable for any action taken, suffered error of judgment or omitted mistake of law or for any loss or injury suffered by the Trust in connection with the Placement Agent’s obligations and duties under this Agreement, except a loss resulting from its actions fraud, willful misconduct or gross negligence in the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, such obligations and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreementduties. (b) Hertz shallThe Trust as appropriate shall indemnify the Indemnitees against all losses, claims, damages, liabilities, costs, and hereby doesexpenses, indemnifyincluding, protectbut not limited to, saveamounts paid in satisfaction of judgments, defend in compromise, or as fines or penalties, and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which such Indemnitee may be or may have been involved as a party or otherwise, or with which such Indemnitee may be or may have been threatened, arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading contained in the Memorandum or any other solicitation material prepared by the Trust and furnished to the Placement Agent or prepared by the Placement Agent and approved in writing by the Trust for use by the Placement Agent; (ii) any material breach of any of the representations or obligations of the Trust with respect to this Agreement; (iii) the bad faith or gross negligence by the Trust in the performance of its duties under this Agreement; or (iv) Placement Agent’s performance of services pursuant to this Agreement, except to the extent such loss, claim, damage, liability, cost, or expense result from fraud, willful misconduct or gross negligence in the performance of the Escrow Placement Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of and obligations under this Section 6.05(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Placement Agent shall indemnify the Trust against all losses, claims, damages, liabilities, costs, and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which the Trust may be or may have been involved as a party or otherwise, or with which the Trust may be or may have been threatened, arising out of or based upon (i) any material breach of any of the representations or obligations of the Placement Agent with respect to this Agreement or (ii) the bad faith or gross negligence by the Placement Agent in the performance of its duties under this Agreement. (d) The party being indemnified shall not be required to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability liable hereunder for any losssettlement of any action or claim effected without its written consent thereto. (e) The foregoing agreements of indemnity shall be in addition to, cost and shall in no respect limit or damage that the QI or any Legal Entity or restrict, any other person or entity remedies which may sustain by reason of the failure be available to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein providedan indemnified party under this Agreement.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge Placement Agent and agree that the duties of the Escrow Agent hereunder are purely ministerialits directors, at the request of the QI officers, members and each Legal Entity and for their convenience. The Escrow Agent employees (each, an “Indemnitee”) shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever liable for any action taken, suffered error of judgment or omitted mistake of law or for any loss or injury suffered by the Trust in connection with the Placement Agent’s obligations and duties under this Agreement, except a loss resulting from its actions fraud, willful misconduct or gross negligence in the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, such obligations and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreementduties. (b) Hertz shallThe Trust as appropriate shall indemnify the Indemnitees against all losses, claims, damages, liabilities, costs, and hereby doesexpenses, indemnifyincluding, protectbut not limited to, saveamounts paid in satisfaction of judgments, defend in compromise, or as fines or penalties, and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which such Indemnitee may be or may have been involved as a party or otherwise, or with which such Indemnitee may be or may have been threatened, arising out of Placement Agent’s performance of services pursuant to this Agreement, except to the extent such loss, claim, damage, liability, cost, or expense result from fraud, willful misconduct or gross negligence in the performance of the Escrow Placement Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of and obligations under this Section 6.05(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Placement Agent shall indemnify the Trust and the Investment Advisor and each of their respective directors, officers, employees and shareholders against, and hold them harmless from, any expense, loss, liability or damage arising out of any claim asserted or threatened to be asserted by any third party in so far as such expense, loss, liability or damage (or actions with respect thereto) (i) arises out of or is based upon any material breach of any of the representations or obligations of the Placement Agent with respect to this Agreement or (ii) arises out of or is based upon the bad faith or gross negligence by the Placement Agent in the performance of its duties under this Agreement. (d) The party being indemnified shall not be required to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability liable hereunder for any losssettlement of any action or claim effected without its written consent thereto. (e) The foregoing agreements of indemnity shall be in addition to, cost and shall in no respect limit or damage that the QI or any Legal Entity or restrict, any other person or entity remedies which may sustain by reason of the failure be available to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein providedan indemnified party under this Agreement.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent Xxxxxxxx shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever liable for any action taken, suffered error of judgment or omitted mistake of law or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be suffered by the QI or any Legal Entity received by it relating to this Escrow Agreement. (b) Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s fees, incurred Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Xxxxxxxx' willful misfeasance, bad faith or gross negligence in the Escrow Agent’s performance of such obligations and duties, or by reason of its reckless disregard thereof. Any person, even though also an officer, Trustee, partner, employee or agent of Xxxxxxxx, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Xxxxxxxx' duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, Trustee, partner, employee or agent or one under the control or discretion of Xxxxxxxx even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Xxxxxxxx against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the particular Fund and not resulting from the willful misfeasance, bad faith or gross negligence of Xxxxxxxx in the performance of such obligations and duties or by reason of its reckless disregard thereof. Xxxxxxxx will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with respect to acts involving gross negligence or willful misconduct on the part Trust's prior written consent. Any amounts payable by the Trust under this Section 5(b) shall be satisfied only against the assets of the Escrow Agent. The provisions Fund involved in the claim, demand, action or suit and not against the assets of this Section 6.05(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Agent shall not be required to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability for any loss, cost or damage that the QI or any Legal Entity or any other person or entity may sustain by reason investment portfolio of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein providedTrust.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity the Exchangor and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entitythe Exchangor, and neither the QI nor any Legal Entity the Exchangor shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity the Exchangor agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its their respective actions or the their respective performance or lack of performance of its their respective duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconductmisconduct including, but not limited to, a delay in the electronic wire transfer of, or other delivery of, funds. Subject to Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity the Exchangor or the QI or any entity acting on behalf of any Legal Entity the Exchangor or the QI provided for herein, (b) for the acts or omissions in compliance and accordance with this Escrow Agreement of its their respective nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) for the investment or reinvestment of any Escrow Funds held by it hereunder hereunder, in each case in good faith faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds or any loss of interest incident to any such delays, (d) an amount in excess of the value of the Escrow Funds valued as of the date of deposit, (e) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, including without limitation, any fax document or instrument, (ef) the form of execution of any such document or instrument, (fg) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (gh) the terms and conditions of any document or instrument pursuant to which the parties may act, or (hi) the validity or effectiveness of any of the transactions, or the treatment for tax purposes purposes, of any of the transactions contemplated herein, (ij) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (jk) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, including, without limitation, any time periods or notice or performance requirements, or (kl) the treatment for tax purposes (including, without limitation, pursuant to Section 1031 of the Code and/or Revenue Procedure 2003-39) of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f)5.1(vi) hereto, the Escrow Agent shall be entitled to rely upon the authenticity of any signature signature, including, without limitation, any fax signature, purporting to be by the QI or any Legal Entity the Exchangor received by it relating to this Escrow Agreement. (b) Hertz The Exchangor shall, and hereby does, does indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including including, but not limited to, reasonable attorney’s fees, incurred in connection with the performance of the Escrow Agent’s duties hereunderhereunder (including, without limitation, such reasonable legal fees and court costs as may be incurred by the Escrow Agent pursuant to this Escrow Agreement), except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow AgentAgent (and then only to the extent attributable to the same). Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The provisions of this Section 6.05(b6.5(b) shall survive the termination of this Escrow Agreement. (c) The Escrow Agent may consult with legal counsel of its own choosing, at the reasonable expense of the Exchangor, as to any matter relating to this Escrow Agreement, and the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (d) The Escrow Agent shall not be required to give any bond or other security hereunder. The QI and each Legal Entity the Exchangor hereby acknowledge that the Escrow Agent shall not have any liability for any loss, cost or damage that the QI or any Legal Entity the Exchangor or any other person or entity may sustain by reason of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein provided. (e) The Escrow Agent has executed this Escrow Agreement for the sole purpose of agreeing to act as such in accordance with the terms and conditions of this Escrow Agreement. The recitals contained herein shall be taken as the statements of the QI and the Exchangor and shall not be deemed representations or warranties of the Escrow Agent.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge Sub-Placement Agent and agree that the duties of the Escrow its directors, officers, agents, members and employees (each, a “Sub-Placement Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent Indemnitee”) shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever liable for any action taken, suffered error of judgment or omitted mistake of law or for any loss or injury suffered by UMBDS in connection with the Sub-Placement Agent’s obligations and duties under this Agreement, except a loss resulting from its actions fraud, willful misconduct, bad faith or gross negligence in the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, such obligations and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreementduties. (b) Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent UMBDS and its respective officers, directors, employeesofficers, agents and attorneys employees shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Sub-Placement in connection with UMBDS’s obligations and duties under this Agreement, except a loss resulting from fraud, willful misconduct, bad faith or gross negligence in the performance of such obligations and duties. (c) UMBDS as appropriate shall indemnify the Sub-Placement Agent Indemnitees against all losses, claims, lossdamages, damage and liabilities, costs, including and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable attorney’s counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which such Sub-Placement Agent Indemnitee may be or may have been involved as a party or otherwise, or with which such Sub-Placement Agent Indemnitee may be or may have been threatened, arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in a Memorandum or any other solicitation material prepared by a Fund or UMBDS and furnished to the Sub-Placement Agent; (ii) any material breach of any of the representations or obligations of UMBDS with respect to this Agreement; (iii) fraud, willful misconduct, bad faith or gross negligence by UMBDS in the performance of its duties under this Agreement; or (iv) Sub-Placement Agent’s performance of services pursuant to this Agreement, except to the extent such loss, claim, damage, liability, cost, or expense result from fraud, willful misconduct, bad faith or gross negligence in the performance of the Escrow Sub-Placement Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of and obligations under this Section 6.05(b) shall survive the termination of this Escrow Agreement. (cd) The Escrow Sub-Placement Agent shall indemnify UMBDS, the Funds, and any of their respective directors, trustees, board members, officers, agents and employees (each, an “UMBDS Indemnitee”) against all losses, claims, damages, liabilities, costs, and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which an UMBDS Indemnitee may be or may have been involved as a party or otherwise, or with which an UMBDS Indemnitee may be or may have been threatened, arising out of or based upon (i) any material breach of any of the representations or obligations of the Sub-Placement Agent with respect to this Agreement or (ii) fraud, willful misconduct, bad faith or gross negligence by the Sub-Placement Agent in the performance of its duties under this Agreement. (e) In the event that any party hereto is or becomes a party to any action or proceeding in respect of which it may be entitled to seek indemnification hereunder (“indemnitee”), where permitted by law, the indemnitee shall promptly notify any other party from whom the indemnitee may seek indemnification hereunder (“indemnitor”). The indemnitor shall be entitled to participate in any such suit or proceeding and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee. After notice of an election by the indemnitor so to assume the defense thereof, the indemnitor will not be liable to the indemnitee hereunder for any legal or other expenses subsequently incurred by the indemnitee in connection with the defense thereof other than reasonable costs of investigation or reasonable legal expenses incurred as a result of (i) potential conflicts of interest between the indemnitee and indemnitor or (ii) the protection of proprietary or privacy interests of other clients of the indemnitee. The indemnitor shall advance to the indemnitee the reasonable costs and expenses of investigating and/or defending such claim, subject to receiving a written undertaking from the indemnitee to repay such amounts if and to the extent of any subsequent determination by a court or other tribunal of competent jurisdiction that the indemnitee was not entitled to indemnification hereunder. (f) The indemnitor shall not be required to give liable hereunder for any bond settlement of any action or other security hereunderclaim effected without its written consent thereto. The QI and each Legal Entity hereby acknowledge that the Escrow Agent Such consent shall not have any liability for any lossbe unreasonably withheld. (g) The foregoing agreements of indemnity shall be in addition to, cost and shall in no respect limit or damage that the QI or any Legal Entity or restrict, any other person or entity remedies which may sustain by reason of the failure be available to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein providedan indemnified party under this Agreement.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent JDCA shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever liable for any action taken, suffered error of judgment or omitted mistake of law or for any loss or injury suffered by PSN in connection with the performance of JDCA's obligations and duties under this Agreement, except a loss resulting from its actions JDCA's willful misconduct, bad faith or gross negligence in the performance of such obligations and duties, or lack of performance by reason of its duties hereunder in the absence reckless disregard thereof. Any person, even though also an officer, director, partner, employee or agent of gross negligence JDCA, shall be deemed, when rendering services to PSN or willful misconduct acting on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance business of its obligations under this Escrow Agreement PSN (other than services or business in connection with JDCA's duties hereunder), to be acting solely for PSN and not as a result an officer, director, partner, employee or agent or one under the control or discretion of gross negligence or willful misconductJDCA even though paid by JDCA. Subject to the foregoing, the Escrow Agent JDCA shall not be responsible liable for any action taken or liable omitted in any manner whatsoever for (a) acting in accordance with good faith at the request or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or direction of the QI Board of Directors of PSN or any entity acting on behalf committee thereof in connection with the performance of any Legal Entity JDCA's duties under this Agreement. JDCA also shall not be liable for actions taken or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder omitted in good faith in accordance reliance on advice received from its or PSN's legal counsel, independent public accountants or other professional advisors. JDCA shall not be liable for any special or consequential damages arising in connection with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability performance of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms JDCA's obligations and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to duties under this Escrow Agreement. (b) Hertz shallNotwithstanding any other provision of this Agreement, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s fees, incurred JDCA shall not be liable for any loss suffered by PSN in connection with the performance of the Escrow Agent’s JDCA's obligations and duties hereunder, except under this Agreement unless PSN has initiated a legal or arbitration proceeding with respect to acts involving gross negligence or willful misconduct on the part such loss within three (3) years of the Escrow Agent. The provisions occurrence of this Section 6.05(b) shall survive the termination of this Escrow Agreementevent, action or failure to act giving rise to such loss. (c) The Escrow Agent Any dispute or controversy arising between JDCA and PSN in connection with the interpretation of this Agreement shall not be required settled exclusively by binding arbitration in Dallas, Texas in accordance with the rules of the American Arbitration Association then in effect and judgment upon the award rendered may be entered in any court having jurisdiction thereof. (d) PSN will indemnify JDCA against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including counsel fees and expenses) resulting from any claim, demand, action or suit relating to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability for any operation of PSN, unless (i) such loss, cost claim, damage, liability or damage that expense results from the QI willful misconduct, bad faith or any Legal Entity gross negligence of JDCA in the performance of such obligations and duties or any other person or entity may sustain by reason of its reckless disregard thereof and (ii) a legal or arbitration proceeding has been initiated within three (3) years of the occurrence of the event, action or failure to act giving rise to such loss, claim, damage, liability or expense. JDCA shall promptly notify PSN in writing of: the assertion against JDCA of any claim or potential liability with respect to which indemnity may be sought hereunder; the discovery of any such potential liability; or the commencement of any action or proceeding with respect to which indemnity may be sought hereunder; PROVIDED, that the failure promptly to paygive such notice shall not affect JDCA's rights hereunder except to the extent that such failure shall actually materially and adversely affect PSN or its rights hereunder. JDCA shall not confess, defaultcompromise or settle any claim indemnifiable hereunder without the prior written consent of PSN. PSN shall have the right to control the defense against any claim or liability indemnifiable hereunder if (i) PSN notifies JDCA, insolvency within thirty (30) days after receiving written notice from JDCA of an indemnifiable claim or bankruptcy of any entity liability, that PSN intends to defend against such claim or investment liability, or, if required in which a shorter time than thirty (30) calendar days, PSN makes the Escrow Funds may have been invested requisite response to such claim or deposited which prevents liability asserted and (ii) PSN diligently pursues the defense against such claim or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein providedliability.