Ministerial Duties. The Parties understand and agree that although the Trustee will perform certain ministerial and custodial duties with respect to the assets held in Trust, such duties will be performed in the normal course by officers and other employees of the Trustee or by such other person or persons with whom the Trustee has contracted to perform services for it, all of whom may be unfamiliar with investment management, and that such duties will not include the exercise of any discretionary authority or other authority to manage and control assets comprising the Trust Fund.
Ministerial Duties. The Custodian will take such actions as are expressly required under the Surety Bond to make a drawing under the Surety Bond, including transmitting notices to the Owner, making a demand for payment pursuant to the Surety Bond and delivering Preferred Stock or assignments to Financial Security. Notices with respect to the Preferred Stock that are received by the Custodian from the Fund will be promptly forwarded to the Owner. Except as expressly provided by the Custody Agreement, the Custodian will not take any action on behalf of the Owner with respect to the Preferred Stock or the Surety Bond, except in accordance with written instructions from the Owner and upon receipt of reasonable indemnity from the Owner for resulting costs and liabilities as provided in the Custody Agreement, whether or not such action appears to be in the best interest of the Owner. The Custodian may resign pursuant to the Custody Agreement upon appointment of a successor Custodian and its acceptance of such appointment as provided in the Custody Agreement. Either Financial Security or the registered owners of Custody Receipts evidencing a majority in aggregate amount of the Preferred Stock deposited in the Custody Account may remove the Custodian and appoint a successor thereto pursuant to the provisions of the Custody Agreement.
Ministerial Duties. The duties of Escrow Agent are purely ministerial in nature. Escrow Agent shall not be liable to Seller or Buyer or to anyone else for any, action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of reasonable judgment, except for acts of willful misconduct or gross negligence. Escrow Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a final judgment or decree of a court of competent jurisdiction, or a writing delivered to Escrow Agent signed by the proper party or parties and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto.
Ministerial Duties. The role of the Collateral Agent shall be ministerial and shall consist of carrying out the will of the Directing Party in accordance with the provisions of this Agreement, and the Collateral Agent shall not, and shall not be deemed by any other party hereto to, be acting as, or making the representations of, a broker. The Collateral Agent shall act or refrain from acting solely in accordance with the instruction of the Directing Party, provided that the Collateral Agent shall not be required to take any action, or refrain from taking any action, if the Collateral Agent in good faith believes that, in doing so or not doing so, it will not be adequately indemnified, or that to do so (or not to do so) would violate applicable legal or contractual duties or obligations of the Collateral Agent, or otherwise would result in the imposition of liability upon the Collateral Agent. Any instructions by the Directing Party to the Collateral Agent shall be in writing and shall be sufficiently specific and explicit as to make compliance a ministerial rather than a discretionary action. Such instructions shall include not merely objectives but also the means to be used to achieve those objectives. In carrying out its duties set forth herein, the parties hereto agree that: (i) the Collateral Agent shall cause all Collateral to be held at all times in segregated accounts identified as held for the benefit of the Secured Parties and none of the Collateral shall be commingled with any other assets at any time held by the Collateral Agent; and (ii) unless otherwise agreed, the Directing Party, the Secured Parties and the Company shall give the Collateral Agent all notices, instructions or directions in connection herewith in writing.
Ministerial Duties. The Escrow Agent: (i) is not responsible for the performance by the Company or Employee of the Agreement or this Exhibit B or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrowed Funds in escrow in accordance with the terms set forth in this Exhibit B, and (B) disbursing the Escrowed Funds in accordance with Section 4 of this Exhibit B, each of the responsibilities of the Escrow Agent in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into the terms set forth in this Exhibit B against or on the part of the Escrow Agent (collectively, the “Escrow Agent Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the person signing or presenting the same; and (v) may consult counsel satisfactory to it (including its general counsel), and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Documents and written materials referred to in this Exhibit B include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Agent as having been signed or presented by a person if it bears, as sender, the person’s e-mail address.
