Common use of Scope of Responsibility Clause in Contracts

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, only and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties Parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall will be deemed purely ministerial in nature. Under no circumstances circumstance will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person Person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either any Party to perform in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall will neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, any Claim Notice, any Joint Written Notice and any Joint Written Instructions delivered pursuant hereto, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall will have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, instrument or document. References in this Escrow Agreement to any other agreement, instrument, instrument or document are for the convenience of the parties Parties, and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder further agrees that all property held by the Escrow Agent under this Agreement will be segregated from all other property held by the Escrow Agent and will be identified as escrow agent only, being held in connection with this Agreement. Segregation may be accomplished by appropriate identification on the books and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity records of the subject matter of this Escrow Agreement or any part thereofAgent. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as agrees that its documents and records with respect to the validity, sufficiency, value, genuineness, ownership or transferability transactions contemplated by this Agreement will be available for examination by authorized representatives of the Escrow Property, written instructions, or any other documents in connection therewith, Seller and will not be regarded as making nor be required to make, any representations theretoPurchaser. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall will be inferred or implied from the terms of this Escrow Agreement, Agreement or any other agreement or otherwiseagreement.

Scope of Responsibility. Notwithstanding any provision (a) Subject to the contraryterms hereof, the Escrow Agent is obligated only Custodian shall use reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to perform the duties expressly and specifically set forth Securities Collateral in this Escrow Agreement, which its possession or control. The Custodian shall not be deemed purely ministerial in nature. Under no circumstances will responsible for any loss or damage suffered by the Escrow Agent be deemed to be a fiduciary to either Party Issuer or any other person under this Escrow Agreement as a result of the Custodian performing such duties unless the same results from an act of negligence, fraud or otherwise. The Escrow Agent wilful misconduct on the part of the Custodian. (b) Notwithstanding any use by the Custodian of a Sub-Custodian or other third party (other than a securities depositary of international repute, Clearing System, dematerialised book entry system of international repute or similar system) pursuant to paragraph 5(d) in respect of custody of all or part of the Securities Collateral, the Custodian will not be responsible or released from its obligations under this Agreement and shall remain fully liable for any right, remedy, loss or cause of action that may arise due to any failure by any such Sub-Custodian (other than where such Sub-Custodian has been selected, appointed and monitored on an ongoing basis (including subject to periodic performance review) by the failure Custodian in each case with due skill, care and diligence) or other third party acting in such capacity to deliver the relevant Securities Collateral. (c) The Custodian undertakes that, following the commencement of either Party any liquidation (or other analogous proceedings) affecting any Sub-Custodian or upon such proceedings being threatened or pending, it shall promptly take such action and do all such things as the Issuer or, as the case may be, the Security Trustee may require in order to perform enforce any rights the Custodian may have against the Sub-Custodian or third party, to prove in any liquidation of such Sub-Custodian or third party and/or to take any other steps as may be reasonably necessary or desirable in order to preserve and protect the interests of the Issuer and the Trustee in the Securities Collateral; provided that the Custodian shall not be required to take any such action unless it has been indemnified and/or secured and/or prefunded to its satisfaction in respect of any claims, losses, Liabilities, costs or expenses which it may properly incur in connection with any such action. (d) The Custodian is not obliged to maintain any insurance in respect of the Securities Collateral held under the terms of this Agreement. (e) If any law, regulation, decree, order, government act, market procedure or market practice to which the Custodian, or any Sub-Custodian or Clearing System is subject and in accordance with this Escrow Agreement. which it is required to act, or to which the Securities Collateral are subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Sub-Custodian or Clearing System, then until such time as the Custodian, Sub-Custodian or Clearing System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Sub-Custodian or Clearing System shall be suspended. (f) The Escrow Agent Custodian shall neither be entitled to disclose any information relating to the Issuer or the Securities Collateral as is required by any law, court, legal process or banking, regulatory or examining authority (whether governmental or otherwise). (g) The Custodian shall not be liable for acting on what it believes to be Instructions or in relation to notices, requests, waivers, consents, receipts, corporate actions or other documents which the Custodian believes to be genuine and to have been given or signed by the appropriate parties. (h) The Custodian and the Issuer agree that, as a genuine pre-estimate of loss, the Custodian's liability to the Issuer shall be determined by reference to the value of any property as at the date of the discovery of loss and without reference to any special circumstances or indirect or consequential losses (including, without limitation, loss of business, goodwill, opportunity or profit). (i) To the extent that the Issuer or the Cash Manager or any other party appoints any broker or other third party, the Custodian shall not be responsible for, nor chargeable with, knowledge for any loss as a result of a failure by such broker or other third party under the terms and conditions of any other agreementsuch appointment. In particular, instrument, or document other than this Escrow Agreement, whether or not an original if a broker or a copy of such agreement has been provided third party defaults in any obligation to deliver Securities Collateral or pay cash, the Escrow Agent; and the Escrow Agent Custodian shall have no liability to the Issuer or the Security Trustee or any other party for such non-delivery or payment. Payments of income and settlement proceeds are at the risk of the Issuer. If the Custodian, at the Issuer's request (or at the request of the Cash Manager, acting on behalf of the Issuer), appoints a broker or agent to effect any transaction on behalf of the Issuer, the Custodian shall have no liability whatsoever in respect of such broker's duties or its actions, omissions or solvency. (j) The Custodian shall not be liable for Liabilities arising from an Instruction to deliver Securities Collateral to a broker or other third party. (k) The Custodian shall not be responsible for any Liabilities arising from its inability (other than where such inability arises from its negligence or wilful misconduct) to redeliver Securities Collateral on the same day that they are received for the Issuer's account. (l) The Custodian shall not be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to know this Agreement arising as a direct or inquire indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalisation, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange or Clearing System holding any of the Securities Collateral or market. (m) The Custodian does not accept any liability whatsoever for any loss which results from the general risks of investing or holding assets in a particular country, including, but not limited to, losses arising from nationalisation, expropriation or other governmental actions; regulations of the banking or securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; or market conditions affecting the orderly execution of securities transactions or affecting the value of assets. (n) The Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Securities Collateral and/or any Distributions or other property paid or distributed in respect of the Securities Collateral or arising out of effecting delivery or payment against expectation of a receipt. (o) The Custodian neither warrants nor guarantees the authenticity of any Securities Collateral received by it, or by any other entity authorised to hold Securities Collateral under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Securities Collateral, the Custodian shall promptly notify the Cash Manager, the Servicer and the Security Trustee. The Custodian shall not be liable to the Issuer for the collection, deposit or credit of any invalid, fraudulent or forged Securities Collateral. (p) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Issuer and the Custodian's duty is solely to act as a custodian in accordance with the express terms of this Agreement. (q) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any law, rule, regulation or practice of any relevant government, stock exchange, Clearing System, self regulatory organisation or market. (r) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any Clearing System, broker, counterparty, issuer or borrower of any Securities Collateral. (s) The Custodian shall only perform such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian. (t) The Issuer acknowledges that (i) it is not relying on the Custodian for any investment advice with respect to the Securities Collateral and (ii) the Custodian is not under any obligation to supervise the investment represented by the Securities Collateral or make any recommendation to the Issuer with respect to the acquisition or disposition of Securities Collateral. (u) The Custodian makes no representation as to the performance validity or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience value of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, Securities Collateral and is not responsible for the enforcement of the Issuer's interest in the Securities Collateral including instituting legal proceedings, filing a claim or liable proof in any manner whatsoever for the sufficiency, correctness, genuineness insolvency proceedings or validity of the subject matter of this Escrow Agreement or taking any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as action with respect to the validitycollection of interest, sufficiency, value, genuineness, ownership dividends or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwiseredemption proceeds.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances circumstance will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either any Party to perform in accordance with this Escrow Agreement. The With the exceptions of the instructions described in Section 1.3 of this Escrow Agreement and the definitions of capitalized terms incorporated by reference from the Settlement Agreement into this Escrow Agreement, the Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References Except with respect to the instructions described in Section 1.3 of this Escrow Agreement and the definitions of capitalized terms incorporated by reference from the Settlement Agreement into this Escrow Agreement, references in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties Parties, and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, Agreement or any other agreement or otherwiseagreement.

Scope of Responsibility. Notwithstanding The Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any provision claim, instruction, order, judgment, certification, affidavit, demand, notice, direction, document opinion, instrument or other writing delivered to it hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. In furtherance and not in limitation of the foregoing, the Contract Parties hereby covenant and agree that the Escrow Agent shall be entitled to rely upon and act in accordance with any instruction, order or other writing delivered to the contraryEscrow Agent and signed or purported to be signed by the Contract Parties. The Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Other than as contemplated by Section 7.2, if at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects Escrow Deposit (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of Escrow Deposit), the Escrow Agent is obligated only authorized to perform the duties expressly comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be deemed liable to be a fiduciary any of the parties hereto or to either Party or any other person under this Escrow Agreement or otherwiseentity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. The Escrow Agent will may consult with legal counsel at the expense of the Seller as to any matter relating to this Agreement, and the Escrow Agent shall not be responsible or liable for the failure of either Party to perform incur any liability in acting in good faith in accordance with this Escrow Agreementthe opinion and instructions of such counsel. The Escrow Agent shall neither be entitled to perform its duties and obligations hereunder through agents, sub-agents, nominees, designees or sub-custodians and shall not be responsible for, nor chargeable with, knowledge of for the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision actions of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations appointed with respect theretodue care. The Escrow Agent acts shall not be required, or have any duty, to notify anyone of any payment or maturity under the terms of any instrument deposited hereunder, nor to take any legal action to enforce payment of any check, note or security deposited hereunder as escrow agent only, and is or to exercise any right or privilege which may be afforded to the holder of any such security. The Escrow Agent shall not be responsible or liable in any manner whatsoever respect for the sufficiencyform, correctnessexecution, validity, value or genuineness of documents or validity securities deposited hereunder, or for any description therein, or for the identity, authority or rights of the subject matter of this Escrow Agreement persons executing or delivering or purporting to execute or deliver any part thereofsuch document, security or endorsement. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as obligation to the validity, sufficiency, value, genuineness, ownership or transferability ensure that any party hereunder receives a copy of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required notice given pursuant to make, any representations theretothis Agreement. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations The permissive rights of the Escrow Agent granted herein shall not be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwiseconstrued as duties.

Scope of Responsibility. Notwithstanding any provision to the contraryExcept as otherwise stated in this Auction Agreement, the Escrow Agent Xxxxxxx is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall Auction Agreement and such other duties as may be deemed purely ministerial in natureincidental thereto. Under no circumstances will the Escrow Agent Xxxxxxx be deemed to be a fiduciary to either Party any Applicant, any Applicant’s affiliates, the Neutral, or any other person under this Escrow Agreement or otherwiseAuction Agreement. The Escrow Agent Xxxxxxx will not be responsible or liable for the failure of either Party any Applicant to perform in accordance with this Escrow Auction Agreement. The Escrow Agent Xxxxxxx shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow AgreementAuction Agreement and its exhibits, whether or not an original or a copy of such agreement has been provided to the Escrow AgentXxxxxxx; and the Escrow Agent Xxxxxxx shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Auction Agreement to any other agreement, instrument, or document are for the convenience of the parties Applicants, and the Escrow Agent Xxxxxxx has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Auction Agreement sets forth all matters pertinent to the escrow Contention String Auction, the Bidder Instructions, Applicant Deposits, Withdrawal Notices, and Withdrawal Payments contemplated hereunder, and no additional obligations of the Escrow Agent Xxxxxxx shall be inferred or implied from the terms of this Escrow Agreement, Auction Agreement or any other agreement or otherwiseagreement.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness applicability or validity of the subject matter of this Escrow Agreement or any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow PropertyFunds, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall will be deemed purely ministerial in nature. Under no circumstances circumstance will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person Person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either any Party to perform in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall will neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, any Joint Written Notice (as defined below) or any Joint Written Instructions delivered pursuant hereto, whether or not an original or a copy of such agreement agreement, instrument or document has been provided to the Escrow Agent; and the Escrow Agent shall will have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, instrument or document. References in this Escrow Agreement to any other agreement, instrument, instrument or document are for the convenience of the parties Parties, and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder further agrees that all property held by Escrow Agent under this Agreement will be segregated from all other property held by Escrow Agent and will be identified as escrow agent only, being held in connection with this Agreement. Segregation may be accomplished by appropriate identification on the books and is not responsible or liable in any manner whatsoever records of Escrow Agent. Escrow Agent agrees that its documents and records with respect to the transactions contemplated by this Agreement will be available for the sufficiency, correctness, genuineness or validity examination by authorized representatives of the subject matter of this Escrow Agreement or any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, Sellers’ Representative and will not be regarded as making nor be required to make, any representations theretoBuyer. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall will be inferred or implied from the terms of this Escrow Agreement, Agreement or any other agreement or otherwiseagreement.

Scope of Responsibility. Notwithstanding any provision to the contrary, the The Escrow Agent is obligated shall only to perform the have those duties as are expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely duties are ministerial in nature, and no implied duties shall be read into this Agreement. Under no circumstances circumstance will the Escrow Agent be deemed to be a fiduciary to either Party any party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be responsible forgenuine and duly authorized, nor chargeable with, knowledge of the terms and conditions of for any other agreementaction or inaction, instrument, except its own willful misconduct or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the gross negligence. The Escrow Agent shall have no duty to know inquire into or inquire as to investigate the performance validity, accuracy or nonperformance content of any provision of any such agreement, instrument, or document. References in this Escrow Agreement document delivered to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect theretoit. The Escrow Agent acts hereunder as escrow agent onlyshall not be responsible for the. validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice or opinion of counsel, and is for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent shall not responsible be liable to anyone, other than for any action or liable in omission which constitutes gross negligence or willful misconduct. The Escrow Agent shall not be required to take any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or action hereunder involving any part thereofexpense unless it shall have been furnished with reasonable indemnification. The Escrow Agent shall have no duties or responsibilities (except as other than those expressly set forth herein) in this Agreement and the implied duty of good faith and fair dealing. The Escrow Agent, acting as such under this Agreement, is not charged with knowledge of or any duties or responsibilities under any other document or agreement, including, without limitation, the Purchase Agreement, except to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of extent provided by this Escrow Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision in this Escrow Agreement to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either any Party to perform in accordance with this Escrow AgreementAgreement nor shall the Escrow Agent be required to determine if any Party has complied with any other agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; , and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement, including specifically but not limited to the Asset Purchase Agreement, . Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Escrow Agreement shall control the actions of the Escrow Agent. The Escrow Agent may reasonably rely upon any written notice, document, instruction or otherwiserequest delivered by the Parties in accordance with the terms hereof and reasonably believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable. 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 the Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. 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 shall have no duty to solicit any payments which may be due it or the Escrow Property, 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. Anything in this Escrow Agreement to the contrary notwithstanding, 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), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent PAI Trustee is obligated only to perform the duties expressly and specifically set forth in this Escrow Trustee Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent PAI Trustee be deemed to be a fiduciary to either Party or any other person under this Escrow Trustee Agreement or otherwise. The Escrow Agent PAI Trustee will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Trustee Agreement. The Escrow Agent PAI Trustee shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Trustee Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow AgentPAI Trustee; and the Escrow Agent PAI Trustee shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Trustee Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent PAI Trustee has no duties or obligations with respect thereto. The Escrow Agent PAI Trustee acts hereunder as escrow agent Trustee only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Trustee Agreement or any part thereof. The Escrow Agent Trustee shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Propertytrust, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Trustee Agreement sets forth all matters pertinent to the escrow trust contemplated hereunder, and no additional obligations of the Escrow Agent PAI Trustee shall be inferred or implied from the terms of this Escrow Trustee Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.. WTNA – Form of Escrow Agreement (12/2020) 6

Scope of Responsibility. Notwithstanding any provision (a) Subject to the contraryterms hereof, the Escrow Agent is obligated only Custodian shall use reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to perform the duties expressly and specifically set forth Securities Collateral in this Escrow Agreement, which its possession or control. The Custodian shall not be deemed purely ministerial in nature. Under no circumstances will responsible for any loss or damage suffered by the Escrow Agent be deemed to be a fiduciary to either Party Issuer or any other person under this Escrow Agreement as a result of the Custodian performing such duties unless the same results from an act of negligence, fraud or otherwise. The Escrow Agent wilful misconduct on the part of the Custodian. (b) Notwithstanding any use by the Custodian of a Sub-Custodian or other third party (other than a securities depositary of international repute, Clearing System, dematerialised book entry system of international repute or similar system) pursuant to paragraph 5(d) (Segregation, Registration and other Actions) in respect of custody of all or part of the Securities Collateral, the Custodian will not be responsible or released from its obligations under this Agreement and shall remain fully liable for any right, remedy, loss or cause of action that may arise due to any failure by any such Sub-Custodian (other than where such Sub-Custodian has been selected, appointed and monitored on an ongoing basis (including subject to periodic performance review) by the failure Custodian in each case with due skill, care and diligence) or other third party acting in such capacity to deliver the relevant Securities Collateral. (c) The Custodian undertakes that, following the commencement of either Party any liquidation (or other analogous proceedings) affecting any Sub-Custodian or upon such proceedings being threatened or pending, it shall promptly take such action and do all such things as the Issuer or, as the case may be, the Security Trustee may require in order to perform enforce any rights the Custodian may have against the Sub-Custodian or third party, to prove in any liquidation of such Sub-Custodian or third party and/or to take any other steps as may be reasonably necessary or desirable in order to preserve and protect the interests of the Issuer and the Trustee in the Securities Collateral; provided that the Custodian shall not be required to take any such action unless it has been indemnified and/or secured and/or prefunded to its satisfaction in respect of any claims, losses, Liabilities, costs or expenses which it may properly incur in connection with any such action. (d) The Custodian is not obliged to maintain any insurance in respect of the Securities Collateral held under the terms of this Agreement. (e) If any law, regulation, decree, order, government act, market procedure or market practice to which the Custodian, or any Sub-Custodian or Clearing System is subject and in accordance with this Escrow Agreement. which it is required to act, or to which the Securities Collateral are subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Sub-Custodian or Clearing System, then until such time as the Custodian, Sub-Custodian or Clearing System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Sub-Custodian or Clearing System shall be suspended. (f) The Escrow Agent Custodian shall neither be entitled to disclose any information relating to the Issuer or the Securities Collateral as is required by any law, court, legal process or banking, regulatory or examining authority (whether governmental or otherwise). (g) The Custodian shall not be liable for acting on what it believes to be Instructions or in relation to notices, requests, waivers, consents, receipts, corporate actions or other documents which the Custodian believes to be genuine and to have been given or signed by the appropriate parties. (h) The Custodian and the Issuer agree that, as a genuine pre-estimate of loss, the Custodian's liability to the Issuer shall be determined by reference to the value of any property as at the date of the discovery of loss and without reference to any special circumstances or indirect or consequential losses (including, without limitation, loss of business, goodwill, opportunity or profit). (i) To the extent that the Issuer or the Cash Manager or any other party appoints any broker or other third party, the Custodian shall not be responsible for, nor chargeable with, knowledge for any loss as a result of a failure by such broker or other third party under the terms and conditions of any other agreementsuch appointment. In particular, instrument, or document other than this Escrow Agreement, whether or not an original if a broker or a copy of such agreement has been provided third party defaults in any obligation to deliver Securities Collateral or pay cash, the Escrow Agent; and the Escrow Agent Custodian shall have no liability to the Issuer or the Security Trustee or any other party for such non-delivery or payment. Payments of income and settlement proceeds are at the risk of the Issuer. If the Custodian, at the Issuer's request (or at the request of the Cash Manager, acting on behalf of the Issuer), appoints a broker or agent to effect any transaction on behalf of the Issuer, the Custodian shall have no liability whatsoever in respect of such broker's duties or its actions, omissions or solvency. (j) The Custodian shall not be liable for Liabilities arising from an Instruction to deliver Securities Collateral to a broker or other third party. (k) The Custodian shall not be responsible for any Liabilities arising from its inability (other than where such inability arises from its negligence or wilful misconduct) to redeliver Securities Collateral on the same day that they are received for the Issuer's account. (l) The Custodian shall not be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to know this Agreement arising as a direct or inquire indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalisation, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange or Clearing System holding any of the Securities Collateral or market. (m) The Custodian does not accept any liability whatsoever for any loss which results from the general risks of investing or holding assets in a particular country, including, but not limited to, losses arising from nationalisation, expropriation or other governmental actions; regulations of the banking or securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; or market conditions affecting the orderly execution of securities transactions or affecting the value of assets. (n) The Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Securities Collateral and/or any Distributions or other property paid or distributed in respect of the Securities Collateral or arising out of effecting delivery or payment against expectation of a receipt. (o) The Custodian neither warrants nor guarantees the authenticity of any Securities Collateral received by it, or by any other entity authorised to hold Securities Collateral under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Securities Collateral, the Custodian shall promptly notify the Cash Manager, the Servicer and the Security Trustee. The Custodian shall not be liable to the Issuer for the collection, deposit or credit of any invalid, fraudulent or forged Securities Collateral. (p) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Issuer and the Custodian's duty is solely to act as a custodian in accordance with the express terms of this Agreement. (q) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any law, rule, regulation or practice of any relevant government, stock exchange, Clearing System, self regulatory organisation or market. (r) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any Clearing System, broker, counterparty, issuer or borrower of any Securities Collateral. (s) The Custodian shall only perform such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian. (t) The Issuer acknowledges that (i) it is not relying on the Custodian for any investment advice with respect to the Securities Collateral and (ii) the Custodian is not under any obligation to supervise the investment represented by the Securities Collateral or make any recommendation to the Issuer with respect to the acquisition or disposition of Securities Collateral. (u) The Custodian makes no representation as to the performance validity or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience value of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, Securities Collateral and is not responsible for the enforcement of the Issuer's interest in the Securities Collateral including instituting legal proceedings, filing a claim or liable proof in any manner whatsoever for the sufficiency, correctness, genuineness insolvency proceedings or validity of the subject matter of this Escrow Agreement or taking any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as action with respect to the validitycollection of interest, sufficiency, value, genuineness, ownership dividends or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwiseredemption proceeds.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness applicability or validity of the subject matter of this Escrow Agreement or any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow PropertyInvestor Funds, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances circumstance will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either any Party to perform in accordance with this Escrow Agreement, except where such failure was a result of the Escrow Agent’s, fraud, gross negligence, bad faith or willful misconduct. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties Parties, and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required responsible to makedetermine or to make inquiry into any term, any representations theretocapitalized, or otherwise, not defined herein. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, Agreement or any other agreement or otherwiseagreement.

Scope of Responsibility. Notwithstanding any provision to the contrarycontrary or references to other documents or agreements contained herein, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Except as is required herein and by applicable law, no duties will be implied with respect to the Escrow Agent. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party Escrow Corp., the Company or any other person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either Party Escrow Corp. or the Company to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References In the event that any of the terms and provisions of any other agreement between any of the parties hereto conflict or are inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of this Agreement shall govern and control the duties of the Escrow Agent in all respects. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Deposit in the Escrow Account, this Escrow Agreement to Agreement, any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties in connection with this Agreement, or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent onlyto appear in, and is not responsible prosecute or liable in defend any manner whatsoever for the sufficiencysuch legal action or proceeding, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be is required to make, any representations theretoby law. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, Agreement or any other agreement or otherwiseagreement.

Scope of Responsibility. Notwithstanding any provision of this Escrow Agreement to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either any Party or any other person under this Escrow Agreement or otherwiseAgreement. The Escrow Agent will not be responsible or liable for the failure of either any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, instrument or document other than this Escrow Agreement (other than the capitalized terms used but not defined herein to which meanings have been given in the Settlement Agreement), whether or not an original or a copy of any such agreement agreement, instrument or document has been provided to the Escrow Agent; , and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, instrument or document. References in this Escrow Agreement to any other agreement, instrument, instrument or document are for the convenience of the parties Parties, and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow PropertyAmount, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, Agreement or any other agreement or otherwiseagreement, except as otherwise required by Law.

Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and 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 thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow PropertyFunds, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.