Common use of Rights, Duties and Immunities of Escrow Agent Clause in Contracts

Rights, Duties and Immunities of Escrow Agent. (a) Scope of duties. The duties, responsibilities and obligations of the Escrow Agent will be limited to those expressly set forth herein and no duties, responsibilities or obligations will be inferred or implied. The Escrow Agent will not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreement or arrangement to which the Borrower or the Security Agent is a party, even though reference thereto may be made herein. The Escrow Agent will not be required to, and will not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. The Escrow Agent may perform its duties through its agents, attorneys, custodians or nominees. The Escrow Agent may from time to time delegate to agents any of its functions under this Agreement. The Escrow Agent is under no duty to ensure that funds withdrawn from the Escrow Account are actually applied for the purpose for which they were withdrawn or that any instruction is accurate, correct or in accordance with the terms of the Credit Agreement or any other agreement or arrangement to which the Borrower or Security Agent are party. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement to which the Borrower or Security Agent are a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from the Borrower or Security Agent or an entity acting on its behalf.

Rights, Duties and Immunities of Escrow Agent. Acceptance by Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which all parties to this Agreement hereby agree shall govern and control the rights, duties and immunities of Escrow Agent. (a) Scope of duties. The duties, responsibilities duties and obligations of the Escrow Agent will shall be limited to those expressly set forth herein determined solely by the express provisions of this Agreement and no duties, responsibilities responsibilities, or obligations will shall be inferred or implied. The Escrow Agent will shall not be liable except for the performance of such duties and obligations as are expressly and specifically set out in this Agreement. Escrow Agent shall not be liable for the accuracy of any calculations or the sufficiency of any funds for any purpose. (b) Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. (c) Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreement agreements or arrangement arrangements between MSO and Representative. (d) Escrow Agent shall not have any responsibility to which determine the Borrower authenticity or validity of any notice, direction, instruction, instrument, document or other items delivered to it by any party, or for the Security identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such notice, direction, instruction, instrument, document, or other items delivered to it by such party or parties. Escrow Agent is a partyauthorized to comply with and rely upon any notice, even though reference thereto may direction, instruction or other communication believed by it to have been sent or given by (Representative) and/or (MSO) and shall be made herein. The fully protected in acting in accordance with such written direction or instructions given to it under, or pursuant to, this Agreement. (e) Escrow Agent will is not be required a party to, and will notis not bound by, expend or risk required to comply with any agreement or other document out of its own funds or otherwise incur which this Agreement may arise. Escrow Agent shall be under no liability to any financial liability in the performance party hereto by reason of any failure on the part of its duties hereunderMSO, Representative or any maker, guarantor, endorser or other signatory of any document or any other third party to perform, such party’s obligations under any such document. The Except for amendments to this Agreement referred to herein, and except for notifications or instructions to Escrow Agent may perform its duties through its agents, attorneys, custodians or nominees. The Escrow Agent may from time to time delegate to agents any of its functions under this Agreement. The Escrow Agent is under no duty to ensure that funds withdrawn from the Escrow Account are actually applied for the purpose for which they were withdrawn or that any instruction is accurate, correct or in accordance with the terms of the Credit Agreement or any other agreement or arrangement to which the Borrower or Security Agent are party. The Escrow Agent shall not be subject toobliged to recognize or be chargeable with knowledge of any of the terms or conditions of any agreement between MSO and Representative, nor required to comply with, any other agreement to which the Borrower or Security Agent are a party, even though reference notwithstanding that references thereto may be made hereinherein and whether or not it has knowledge thereof. (f) Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced in writing and delivered to Escrow Agent signed by the proper party or parties and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. No person, firm or corporation will be recognized by Escrow Agent as a successor or assignee of MSO or Representative until there shall be presented to Escrow Agent evidence satisfactory to it of such succession or assignment. This Agreement shall not be deemed to create a fiduciary relationship among the parties hereto under state or federal law. (g) If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other from of judicial or administrative process which in any way affects the Escrow Property (including but not limited to orders of attachment or any other forms of levies or injunctions or stays relating to the transfer of the Escrow Property), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity 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. (h) Escrow Agent shall not be liable for any action taken or omitted or for any loss or damage resulting from its actions or its performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from MSO and/or Representative, or any entity acting on behalf of either, (ii) for any consequential, punitive or special damages, (iii) for the acts or omissions of its nominees, designees, subagents or subcustodians, or (iv) for an amount in excess of the value of the Escrow Property, valued as of the date of loss. (i) In the event of any ambiguity or uncertainty hereunder or in any notice or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Property, unless Escrow Agent receives written instructions, signed by MSO and Representative which eliminates such ambiguity or uncertainty. (j) Escrow Agent may consult with legal counsel of its own choosing, at the expense of MSO and Representative, jointly and severally, as to any matter relating to this Escrow Agreement and the Escrow Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. (k) In the event of any dispute or conflicting claim with respect to the payment, ownership or right of possession of the Escrow Account or the Escrow Property, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any direction and all claims, demands or instruction instructions. Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its own gross negligence or willful misconduct, all or any part of the Escrow Property until such dispute shall have been settled either by mutual agreement of the parties concerned or by final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America (as notified to the Escrow Agent in writing by the parties to the dispute or their authorized representatives and setting forth the resolution of the dispute. Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. The rights of Escrow Agent under this paragraph are in addition to all other than those contained herein rights which it may have by law or delivered otherwise including, without limitation, the right to file an action in accordance interpleader. (l) Escrow Agent shall not incur liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank or telex or other wire or communication facility). (m) Unless otherwise specifically set forth herein, Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. All such collections shall be subject to Escrow Agent’s usual collection practices and terms regarding items received by Escrow Agent for deposit or collection. Escrow Agent 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 or to exercise any right or privilege which may be afforded to the holder of any such security. (n) When Escrow Agent acts on any instruction, communication, (including, but not limited to, communication with this Agreementrespect to the delivery of securities or the wire transfer of funds) from sent by telex, facsimile, email or other form of electronic or data transmission, Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in the Borrower event such communication is not an authorized or Security Agent authentic communication of the party involved or an entity acting on its behalfis not in the form the party involved sent or intended to send (whether due to fraud, distortion or otherwise).