Common use of Reliance; Liability Clause in Contracts

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other exemplary, consequential or incidental damages except to the extent that such losses or damages are a result of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the act, failure or neglect of any Other Party, (b) the act, failure or neglect of any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto in the form required by this Agreement and reasonably believed by it in good faith to have been signed or presented by the proper party Party or partiesParties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Escrow Amount pursuant to this Escrow Agreement; provided, however, that anything in this 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), lost savings or other exemplary, consequential or incidental damages except to even if the extent that such losses or damages are a result Escrow Agent has been advised of the Escrow Agent's fraud, willful misconduct, gross negligence likelihood of such loss or breach damage and regardless of this Escrow Agreement the form of action and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, including the following: (a) the actacts of God, failure force majeure, including war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any agent or correspondent or any Party (other person or entity selected by the than Escrow Agent (unless such selection involved fraud, gross negligence or willful misconductAgent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powersGovernmental Authorities. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part of this Agreement or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof of this Agreement or depositing the FundsEscrow Amount. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall have a lien, which shall be entitled paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to rely on such list with respect secure the payment to any party until a new list is furnished by such party it of fees and expenses due to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes pursuant to have been signed and presented by the proper party or partiesthis Agreement.

Reliance; Liability. The Escrow Agent Trustee may rely onact upon any instruction or direction, regardless of form, furnished to the Trustee in writing or any instrument or signature which it believes to be genuine and in conformance with the terms of this Agreement, 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, direction or instruction in connection with the provisions hereof has been duly authorized to do so, and the Trustee shall be under no duty to make any investigation or inquiry into any of the foregoing. The Trustee shall not be liable in any manner for acting the sufficiency or refraining from acting in accordance withcorrectness as to form, manner and execution, or validity of any written noticeinstrument deposited with it, instruction neither shall it be required to verify the identity, authority or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by right of any person executing the proper party or partiessame. The Escrow Agent Trustee shall only be responsible for holdingreceiving, holding in trust, investing, reinvesting reinvesting, and releasing, disbursing or distributing the Trust Funds pursuant to as provided in this Escrow Agreement; provided, however, that in no event shall the Escrow Agent Trustee be liable for any lost profits, lost savings savings, or other special, exemplary, consequential consequential, or incidental damages except to damages, even if the extent that such losses or damages are a result Trustee has been advised of the Escrow Agent's fraud, willful misconduct, gross negligence likelihood of such loss or breach damage and regardless of this Escrow Agreement the form of action; and provided, further, that the Escrow Agent Trustee shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes or other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Trustee; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or telecopier operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent Trustee is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement and any part hereof, for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or the form or execution hereof, or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Fundshereof. The parties hereto Trustee shall deliver to not be liable in connection with the Escrow Agent a list performance or observation of authorized signatories, as set forth its duties or obligations hereunder except for in the attached Schedule A heretocase of its own gross negligence or willful misconduct. The Trustee shall have no obligation or liability to Anaheim under this Agreement for the failure or refusal of Anaheim to perform any covenant or agreement made by Anaheim hereunder or under any other agreement, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent but shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to responsible solely for the Escrow Agent. The Escrow Agent shall be fully protected in acting on performance of the duties and relying obligations expressly imposed upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesit as Trustee hereunder.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Escrow Fund pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach ’s fee hereunder and Escrow Agent shall be responsible for its compliance with the terms and conditions of this Escrow Agreement and Agreement, provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, selected with willful misconduct or gross negligence or willful misconduct)negligence; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesFund.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Escrowed Property pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fee hereunder (not resulting from its own fraud, willful misconduct, gross negligence or breach of this Escrow Agreement willful misconduct), and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) acts of God, force majeure, including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Other PartySeller or Purchaser, (bc) the act, failure or neglect of any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct); (cd) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (de) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing holding the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesEscrowed Property.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds pursuant to this Escrow Agreement; provided, however, that in In no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to even if the extent that such losses or damages are a result Escrow Agent has been advised of the Escrow Agent's fraud, willful misconduct, gross negligence likelihood of such loss or breach of this Escrow Agreement damage; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether declared or neglect existing), terrorism, revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any agent Other Party or any agent, attorney or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the FundsDeposit. The parties hereto shall deliver to In the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to rely on such list with respect to refrain from taking any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent action and its sole obligations shall be fully protected to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in acting on and relying upon any written notice direction, request, waiver, consent, receipt writing by all of the Other Parties or other paper by a final order or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesjudgment of a court of competent jurisdiction.

Reliance; Liability. The Except as otherwise set forth herein, Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrowed Funds pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of Hanover or Redwood or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Escrowed Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting following the instructions contained in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Deposit pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any other party hereto or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesDeposit.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Deposit pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement ’s fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesDeposit.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, with any written notice, instruction instruction, or request or other paper document furnished to it hereunder or pursuant hereto hereto, and reasonably believed by it in good faith to have been signed or presented by the proper party Party or partiesParties. The Escrow Agent shall only be responsible for holding, investing, reinvesting reinvesting, and disbursing the Funds pursuant to Escrowed Property as directed by Team and Shareholder Representative as provided in this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings savings, or other special, exemplary, consequential consequential, or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement ’s fee hereunder; and provided, further, however, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes or other differences with employees; (b) the act, failure failure, or neglect of any other Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission omission, or default of any mail, courier, telegraph, cable or wireless agency or telecopier operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement and any part hereof, for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or the form or execution hereof, or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof hereof, or for depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesEscrowed Property.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper property party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting investing and disbursing the Escrowed Funds pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)for the remittance of funds; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or of entity exercising governmental powers. The Escrow Agent is shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Escrowed Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or partiesEscrow Parties. Concurrent with the execution of this Agreement, the Partnership, NGP and the Contributor Representative shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit C-1, Exhibit C-2 and Exhibit C-3 to this Agreement. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing the Escrow Funds pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profitsIN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR SPECIAL, lost savings or other exemplaryINDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), consequential or incidental damages except to the extent that such losses or damages are a result of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement and EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION; provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Escrow Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers; provided, however, that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Escrow Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Deposit pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of GHK or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesDeposit.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Deposit pursuant to this Escrow Agreement; provided, however, that 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), lost savings or other exemplary, consequential or incidental damages except to even if the extent that such losses or damages are a result Escrow Agent has been advised of the Escrow Agent's fraud, willful misconduct, gross negligence likelihood of such loss or breach damage and regardless of this Escrow Agreement the form of action and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Party, labor and strikes; (b) the act, failure or neglect of any Other Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)correspondent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the any person acting on behalf of Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesDeposit.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper communication furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrowed Funds pursuant only to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to even if the extent that such losses or damages are a result Escrow Agent has been advised of the Escrow Agent's fraud, willful misconduct, gross negligence likelihood of such loss or breach of this Escrow Agreement damage; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether declared or neglect existing), revolution, insurrection, riot, civil commotion, terrorism, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any other party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring requiring, relating to or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Escrowed Funds. The parties hereto shall deliver to In the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion or in the opinion of its counsel, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to rely on such list with respect to refrain from taking any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent action and its sole obligations shall be fully protected to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented writing by the proper party Issuer (with the written consent of the Initial Purchasers) or partiesby a final order or judgment of a court of competent jurisdiction.

Reliance; Liability. The Escrow Agent may conclusively rely onupon, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper communication furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrowed Funds only pursuant to this Escrow AgreementAgreement and only in accordance with and pursuant to written instructions from the Issuer; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, any loss resulting from any investment pursuant to this Escrow Agreement or from any written instructions from the Issuer, lost savings or other special, exemplary, consequential consequential, punitive or incidental damages except to even if the extent that such losses or damages are a result Escrow Agent has been advised of the Escrow Agent's fraud, willful misconduct, gross negligence likelihood of such loss or breach of this Escrow Agreement damage; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether declared or neglect existing), revolution, insurrection, riot, civil commotion, terrorism, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any other party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency agency, operator or operatorFederal Reserve bank wire; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring requiring, relating to or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Escrowed Funds. The parties hereto shall deliver to In the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto that, in its opinion or in the opinion of its counsel, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to rely on such list refrain from taking any action and its sole obligations shall be to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in writing by the Issuer in accordance with respect to the terms of this Escrow Agreement or by a final order or judgment of a court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Section 3 shall relieve the Escrow Agent for any party until a new list is furnished by such party to liability arising out of the gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance withUpon, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing delivering the Funds Source Code pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings savings, or other special, exemplary, consequential consequential, or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actact of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of either Licensor or Licensee or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or Validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesSource Code.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting for, following the instructions contained in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing the Funds Escrowed Stock pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages (except to the extent that such losses those lost profits, savings or damages are a result arising out of the Escrow Agent's fraud, willful misconduct, gross negligence or breach ) in excess of this the Escrow Agreement Agent's fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect negligence of TBC, LG Chem, or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof, for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof hereof, or for depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesEscrowed Stock.

Reliance; Liability. (a) The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, if any, including, without limitation, the Credit Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with the Credit Agreement or any other agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of the Credit Agreement or any other agreement, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement and those of the Credit Agreement or any other agreement to which any of the other parties hereto is subject, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely on, upon and shall not be liable for acting or refraining from acting in accordance with, upon any written notice, document, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or partiesan Authorized Representative(s) without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be responsible for holdingunder no duty to inquire into or investigate the validity, investingaccuracy or content of any such document, reinvesting and disbursing the Funds notice, instruction or request, including without limitation any Agent Escrow Release Certificate or other certificate or notice delivered pursuant to Section 3(b) or 3(c) hereof. The Escrow Agent shall have no duty to solicit any payments which may be due hereunder, including, without limitation, the Term Loan Facility Proceeds, the Escrowed Revolving Proceeds and the Required Interest Amount nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the cause of any loss to any other party hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any other party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement; provided, howeverit shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing executed by the Authorized Representatives of the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The other parties hereto agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), lost savings or other exemplary, consequential or incidental damages except to the extent that such losses or damages are a result of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement and provided, further, that even if the Escrow Agent shall have no liability for any has been advised of the likelihood of such loss arising from any cause beyond its control, including, but not limited to, or damage and regardless of the following: (a) the act, failure or neglect form of any Other Party, (b) the act, failure or neglect of any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesaction.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, good faith upon any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing distributing the Escrow Funds pursuant to this Escrow Agreement; provided, however, that but in no event shall the Escrow Agent be liable for any lost profitsspecial, lost savings indirect, exemplary or other exemplary, consequential or incidental damages except to the extent that such losses or damages are a result 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 Escrow Agent's fraudAgent is not responsible or liable in any manner whatever for the sufficiency, willful misconductcorrectness, gross negligence genuineness or breach validity of the subject matter of this Escrow Agreement and providedor any part hereof or for the form or execution hereof, further, that or for the identity or authority of any person executing or depositing the same. The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the act, failure or neglect of any Other Party, (b) the act, failure other party hereto or neglect of any agent or correspondent or any other person or entity prudently selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)for the remittance of the Escrow Funds; (cb) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (dc) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is ; or (d) acts of God, FORCE MAJEURE, including, without limitation, war (whether or not responsible declared or liable in any manner whatsoever for the transaction or transactions requiring or underlying the execution existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of this Escrow Agreement or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, labor and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesstrike.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting investing and disbursing the Funds Deposit pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesDeposit.

Reliance; Liability. The Escrow Agent may rely on, and shall will not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Escrow Agent shall will be responsible for holding, investing, reinvesting and disbursing the Funds Escrow Fund pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other exemplary, consequential or incidental damages except to the extent that such losses or damages are a result of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement and provided, further, that the Escrow Agent shall will have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Purchaser, Sellers or Representative of or any agent or correspondent or of any other person or entity selected by of them contrary to the terms of this Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agreement; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operatorseparator; or (d) the acts or of edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the transaction sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement of any part hereof or for the transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than executing the Escrow Agent) executing this Escrow Agreement or any part hereof on behalf of the Purchaser, Sellers and Representative or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesFund.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance withupon, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it, in the absence of manifest evidence to the contrary, to be genuine and what it in good faith purports to be and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing the Funds property held in the Escrow pursuant to this Escrow Agreement; provided, however, provided that in no event shall the Escrow Agent be liable for any lost profits, lost savings savings, or other special, exemplary, consequential or incidental damages in excess of Escrow Agent's fee hereunder, except to the extent that such losses or damages are a result of attributable to the Escrow Agent's fraud, willful misconduct, gross negligence or breach willful misconduct of this Escrow Agreement Agent; and provided, further, provided further that the Escrow Agent shall have no liability for any loss or damage arising from any cause beyond its control, including, but not limited to, the following: : (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any other party or any agent or correspondent or any other person or entity reasonably selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct); Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The In addition, Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partieshereof.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Funds Deposits pursuant to this Escrow Agreement; provided, however, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement ’s fee hereunder; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether declared or neglect existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party or any agent or correspondent or any other person or entity selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesDeposits.

Reliance; Liability. The Qualified Escrow Agent Holder may rely on, and shall not be liable for acting or refraining from acting following the instructions contained in accordance with, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to have been signed or presented by the proper party or parties. The Qualified Escrow Agent Holder shall be responsible for holding, investing, reinvesting and disbursing the Escrowed Funds pursuant to this Escrow Agreement; provided, however, that in no event shall the Qualified Escrow Agent Holder be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages except to the extent that such losses or damages are a result in excess of the Qualified Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement Holder’s fee hereunder and provided, further, that the Qualified Escrow Agent Holder shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any Exchangor and Intermediary or any agent or correspondent or any other person or entity selected by the Qualified Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct)Holder; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of or any government or governmental agency or other group or entity exercising governmental powers. The Qualified Escrow Agent Holder is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Escrowed Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.

Reliance; Liability. The Escrow Agent may conclusively rely on, and shall not be liable for acting or refraining from acting in accordance withupon, any written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and reasonably believed by it in good faith to be genuine and what it purports to be and to have been signed or presented by the proper party or parties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing the Funds property held in the escrow pursuant to this Escrow Agreement; provided, however, provided that in no event shall the Escrow Agent be liable for any lost profits, lost savings savings, or other special, exemplary, consequential or incidental damages damages, except to the extent that such losses or damages are a result attributable to the gross negligence or wilful misconduct of the Escrow Agent's fraud, willful misconduct, gross negligence or breach of this Escrow Agreement ; and provided, further, provided further that the Escrow Agent shall have no liability for any loss or damage arising from any cause beyond its control, including, but not limited to, the following: : (a) the actacts of God, failure force majeure, including, without limitation, war (whether or neglect not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of any Other Partylabor, strikes and other differences with employees; (b) the act, failure or neglect of any other party or any agent or correspondent or any other person or entity reasonably selected by the Escrow Agent (unless such selection involved fraud, gross negligence or willful misconduct); Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The In addition, the Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement Agreement, the form or execution hereof or for the identity or authority of any person (other than the Escrow Agent) executing this Escrow Agreement or any part hereof or depositing the Funds. The parties hereto shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partieshereof.