Common use of Reliance by Escrow Agent Clause in Contracts

Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, and shall be protected, when it acts in good faith upon, any statement, certificate, notice, request, consent, order or other document which it believes to be genuine and signed by the proper party. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless it is indemnified to its satisfaction. The Escrow Agent may consult counsel with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken, or omitted, in good faith upon advice of counsel. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses except for willful default or negligence, and it shall accordingly not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for the Issuer given with respect to any questions relating to the duties and responsibility of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the proper person or persons, and to conform with the provisions of this Agreement. All Shares and funds held pursuant to this Agreement shall constitute trust property. The Escrow Agent shall not be liable for any interest on the Shares.

Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, and shall be protected, when it its acts in good faith upon, any statement, certificate, notice, request, consent, order or other document which it believes to be genuine and signed by the proper party. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless it is indemnified to its reasonable satisfaction. The Escrow Agent may consult counsel with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken, or omitted, in good faith upon advice of counsel. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses except for those which arise out of the Escrow Agent's willful default or negligence, and it shall accordingly not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for of the Issuer Trust given with respect to any questions relating to the duties and responsibility of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the a proper person or persons, and to conform with the provisions of this Agreement. All Escrowed Shares and funds held pursuant to this Agreement shall constitute trust property. The Escrow Agent shall not be liable for any interest on the Escrowed Shares.

Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, and shall be protected, when it he acts in good faith uponfaith, upon any statement, certificate, notice, request, consent, consent order or other the document which it he believes to be genuine and signed by the proper party. The Escrow Agent agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its their sole responsibility shall be only to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless once it is indemnified to its satisfaction. The Escrow Agent may consult counsel with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken, taken or omitted, omitted in good faith upon advice of counsel. In performing any of its their duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses except for willful default or gross negligence, and it they shall accordingly not incur any such liability with respect to: (i) to any action taken or omitted in good faith upon advice of its their counsel or counsel for the Issuer Company given with respect to any questions relating to the duties and responsibility responsibilities of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including written advice provided for herein, not only as to its due execution and validity of the validity and effectiveness of its provisions, provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent Agents shall in good faith believe to be genuine, to have been be signed or presented by the a proper person or persons, and to conform with the provisions of this the Agreement. All Escrowed Shares and funds held pursuant to this Agreement shall constitute trust property. The property the Escrow Agent shall not be liable for any interest on the Escrowed Shares.. THIS DONE AND SIGNED in Baton Rouge, Louisiana effective on the date first above given after a reading of the whole in the presence of the hereinafter subscribing witnesses and me, Notary Public. WITNESSES: /s/ /s/ Michael M. Ross ---------------------------- ------------------------------- MICHAEL M. ROSS /s/ /s/ Marc I. Xxxxxx ---------------------------- ------------------------------- MARC I. BECKER NETWORK LONG XXXXXXXX, XXX. /s/ By: /s/ Marc I. Becker ---------------------------- ------------------------------- /s/ By: /s/ R. Gray Sexton ---------------------------- ------------------------------- R. GRAY SEXTON (Escrow Agent) /s/ ------------------------------------- NOTARY PUBLIC