Common use of Reliance; Liability Clause in Contracts

Reliance; Liability. The Trustee may act 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 the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trust, investing, reinvesting, and releasing, disbursing or distributing the Trust Funds as provided in this Agreement; provided, however, that in no event shall the Trustee be liable for any lost profits, lost savings, or other special, exemplary, consequential, or incidental damages, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, 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 selected by the Trustee; (c) any delay, error, omission or default of any mail, courier, or telecopier operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The 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 Agreement or the form or execution hereof, or for the identity or authority of any person executing this Agreement or any part hereof. The Trustee shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunder.

Reliance; Liability. The Trustee Escrow Agent may act 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 instrumentrely on, 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 for acting or refraining from acting in accordance with, any manner for written notice, instruction or request or other paper furnished to it in the sufficiency form required by this Agreement and believed by it to have been signed or correctness as to form, manner and execution, presented by the proper Party or validity of any instrument deposited with it, neither Parties. Escrow Agent shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Funds as provided in Escrow Amount pursuant to this Agreement; provided, however, that anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee 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 special, exemplary, consequential, or incidental damages), even if the Trustee Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; action and provided, further, that the Trustee 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) acts of God, force majeure, including, without limitation, including war (whether or not declared or existing), revolution, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary or any agent or correspondent or any Party (other person selected by the Trusteethan Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 and or any part hereof, of this Agreement or for the transaction or transactions requiring or underlying the execution of this Agreement or Agreement, the form or execution hereof, of this Agreement or for the identity or authority of any person executing this Agreement or any part hereofof this Agreement or depositing the Escrow Amount. The Trustee shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its own gross negligence or willful misconduct. The Trustee Escrow Agent shall have no obligation or liability to Anaheim a lien, which shall be 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 for Agreement, to secure the failure or refusal payment to it of Anaheim fees and expenses due to perform any covenant or agreement made by Anaheim hereunder or under any other agreement, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderEscrow Agent pursuant to this Agreement.

Reliance; Liability. The Trustee Escrow Agent may act rely and shall not be liable for acting or refraining from acting in good faith upon any written notice, instruction or direction, regardless of form, request or other paper furnished to the Trustee in writing or any instrument or signature which it believes hereunder and reasonably believed by it to be genuine and in conformance with to have been signed or presented by the terms of proper party or parties. The Escrow Agent shall be responsible for holding and distributing the Escrow Funds pursuant to 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 the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trust, investing, reinvesting, and releasing, disbursing or distributing the Trust Funds as provided in this Agreement; provided, however, that but in no event shall the Trustee be liable for any special, indirect, exemplary or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits, lost savings, or other special, exemplary, consequential, or incidental damages, ) even if the Trustee Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; and provided. The Escrow Agent is not responsible or liable in any manner whatever for the sufficiency, furthercorrectness, that genuineness or validity of the Trustee subject matter of this Agreement or any part hereof or for the form or execution hereof, 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) acts of God, force majeure, including, without limitation, war (whether or not declared or existing), revolution, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any other party hereto or any agent or correspondent or any other person prudently selected by the TrusteeEscrow Agent for the remittance of the Escrow Funds; (cb) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 sufficiencyexisting), correctnessrevolution, genuineness or validity insurrection, riot, civil commotion, accident, fire, explosion, stoppage of the subject matter of this Agreement labor and any part hereof, for the transaction or transactions requiring or underlying the execution of this Agreement or the form or execution hereof, or for the identity or authority of any person executing this Agreement or any part hereof. The Trustee shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderstrike.

Reliance; Liability. The Trustee Escrow Agent may act 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 instrumentrely on, 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 for acting or refraining from acting in accordance with, any manner for written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and believed by it to have been signed or presented by the sufficiency proper party or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither parties. Escrow Agent shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Funds as provided in Deposit pursuant to this Escrow Agreement; provided, however, that in no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damages, even if the Trustee has been advised damages in excess of the likelihood of such loss or damage and regardless of the form of action; Escrow Agent's fee hereunder and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary GHK or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Escrow Agreement or any part hereof. The Trustee shall not be liable in connection with hereof or depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderDeposit.

Reliance; Liability. The Trustee Escrow Agent may act upon conclusively rely upon, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or direction, regardless of form, request or other communication furnished to the Trustee it hereunder or pursuant hereto and believed by it in writing or any instrument or signature which it believes good faith to be genuine and in conformance with to have been signed or presented by the terms of this Agreement, may assume the validity and accuracy of any statement proper party 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 foregoingparties. The Trustee Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Escrowed Funds as provided only pursuant to this Escrow Agreement and only in this Agreementaccordance with and pursuant to written instructions from the Issuer; provided, however, that in no event shall the Trustee 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, savings or other special, exemplary, consequential, punitive or incidental damages, damages even if the Trustee Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage; and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, terrorism, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any other party or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier operatorwireless agency, operator or Federal Reserve bank wire; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Trustee is Escrow Agent 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 and or any part hereof, hereof or for the transaction or transactions requiring requiring, relating to or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Escrow Agreement or any part hereofhereof or depositing the Escrowed Funds. The Trustee In the event that the Escrow Agent shall not be liable in connection with the performance or observation of uncertain as to its duties or obligations rights hereunder except for or shall receive instructions, claims or demands from any party hereto that, in its opinion or in the case opinion of its own counsel, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to 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 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 liability arising out of the 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, but shall be responsible solely for the performance misconduct of the duties and obligations expressly imposed upon it as Trustee hereunderEscrow Agent.

Reliance; Liability. The Trustee Escrow Agent may act 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 instrumentrely on, 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 for, following the instructions contained in any manner for written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and believed by it to have been signed or presented by the sufficiency proper party or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the sameparties. The Trustee Escrow Agent shall only be responsible for receiving, holding in trust, investing, reinvesting, and releasing, disbursing or distributing the Trust Funds as provided in Escrowed Stock pursuant to this Escrow Agreement; provided, however, that in no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damagesdamages (except those lost profits, even if the Trustee has been advised savings or damages arising out of the likelihood of such loss or damage and regardless Escrow Agent's willful misconduct) in excess of the form of action; Escrow Agent's fee hereunder and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect negligence of Anaheim or the Beneficiary TBC, LG Chem, or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, or for the identity or authority of any person executing this Escrow Agreement or any part hereof. The Trustee shall not be liable in connection with , or for depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderEscrowed Stock.

Reliance; Liability. The Trustee Qualified Escrow Holder may act 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 instrumentrely on, 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 for following the instructions contained in any manner for written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and believed by it to have been signed or presented by the sufficiency proper party or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither parties. Qualified Escrow Holder shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Escrowed Funds as provided in pursuant to this Escrow Agreement; provided, however, that in no event shall the Trustee Qualified Escrow Holder be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damages, even if the Trustee has been advised damages in excess of the likelihood of such loss or damage and regardless of the form of action; Qualified Escrow Holder’s fee hereunder and provided, further, that the Trustee Qualified Escrow Holder 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any Exchangor and Intermediary or any agent or correspondent or any other person selected by the TrusteeQualified Escrow Holder; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee Qualified Escrow 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 and or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or the form or execution hereof, or for the identity or authority of any person executing this Escrow Agreement or any part hereof. The Trustee shall not be liable in connection with hereof or depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderEscrowed Funds.

Reliance; Liability. The Trustee Escrow Agent may act upon rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or direction, regardless of form, request or other communication furnished to the Trustee it hereunder or pursuant hereto and believed by it in writing or any instrument or signature which it believes good faith to be genuine and in conformance with to have been signed or presented by the terms of this Agreement, may assume the validity and accuracy of any statement proper party 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 foregoingparties. The Trustee Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Escrowed Funds as provided in pursuant only to this Escrow Agreement; provided, however, that in no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damages, damages even if the Trustee Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage; and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, terrorism, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any other party or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee is Escrow Agent 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 and or any part hereof, hereof or for the transaction or transactions requiring requiring, relating to or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Escrow Agreement or any part hereofhereof or depositing the Escrowed Funds. The Trustee In the event that the Escrow Agent shall not be liable in connection with the performance or observation of uncertain as to its duties or obligations rights hereunder except for or shall receive instructions, claims or demands from any party hereto which, in its opinion or in the case opinion of its own gross negligence or willful misconduct. The Trustee shall have no obligation or liability to Anaheim under counsel, conflict with any of the provisions of this Agreement for the failure or refusal of Anaheim to perform any covenant or agreement made by Anaheim hereunder or under any other agreementEscrow Agreement, but it shall be responsible solely for entitled to refrain from taking any action and its sole obligations shall be to keep safely all property held under the performance terms of this Escrow Agreement until it shall be directed otherwise in writing by the Issuer (with the written consent of the duties and obligations expressly imposed upon it as Trustee hereunderInitial Purchasers) or by a final order or judgment of a court of competent jurisdiction.

Reliance; Liability. The Trustee Escrow Agent may act upon rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or direction, regardless of form, request or other paper furnished to the Trustee it hereunder or pursuant hereto and believed by it in writing or any instrument or signature which it believes good faith to be genuine and in conformance with to have been signed or presented by the terms of this Agreement, may assume the validity and accuracy of any statement proper party 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 foregoingparties. The Trustee Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Funds as provided in Deposits pursuant to this Escrow Agreement; provided, however, that in no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damages, even if the Trustee has been advised damages in excess of the likelihood of such loss or damage and regardless of the form of actionEscrow Agent’s fee hereunder; and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any Other Party or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Escrow Agreement or any part hereof. The Trustee shall not be liable in connection with hereof or depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderDeposits.

Reliance; Liability. The Trustee Escrow Agent may act upon rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or direction, regardless of form, request or other paper furnished to the Trustee it hereunder or pursuant hereto and believed by it in writing or any instrument or signature which it believes good faith to be genuine and in conformance with to have been signed or presented by the terms of this Agreement, may assume the validity and accuracy of any statement proper party 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 foregoingparties. The Trustee shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trust, investing, reinvesting, and releasing, disbursing or distributing the Trust Funds as provided in this Agreement; provided, however, that in In no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damages, damages even if the Trustee Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actiondamage; and provided, further, that the Trustee 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), terrorism, revolution, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any Other Party or any agent agent, attorney or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Escrow Agreement or any part hereofhereof or depositing the Deposit. The Trustee In the event that the Escrow Agent shall not be liable in connection with the performance or observation of uncertain as to its duties or obligations hereunder except for in the case 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 rights hereunder or under shall receive instructions, claims or demands from any other agreementparty hereto which, but in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be responsible solely for entitled to refrain from taking any action and its sole obligations shall be to keep safely all property held under the performance terms of this Escrow Agreement until it shall be directed otherwise in writing by all of the duties and obligations expressly imposed upon it as Trustee hereunderOther Parties or by a final order or judgment of a court of competent jurisdiction.

Reliance; Liability. The Trustee Except as otherwise set forth herein, Escrow Agent may act 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 instrumentrely on, 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 for acting or refraining from acting in accordance with, any manner for written notice, instruction or request or other paper furnished to it hereunder or pursuant hereto and believed by it to have been signed or presented by the sufficiency proper party or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither parties. Escrow Agent shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trustholding, investing, reinvesting, reinvesting and releasing, disbursing or distributing the Trust Escrowed Funds as provided in pursuant to this Escrow Agreement; provided, however, that in no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, savings or other special, exemplary, consequential, consequential or incidental damages, even if the Trustee has been advised damages in excess of the likelihood of such loss or damage and regardless of the form of action; Escrow Agent's fee hereunder and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim Hanover or the Beneficiary Redwood or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness genuineness, or validity of the subject matter of this Escrow Agreement and or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or Escrow Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Escrow Agreement or any part hereof. The Trustee shall not be liable in connection with hereof or depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderEscrowed Funds.

Reliance; Liability. The Trustee Escrow Agent may act 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 instrumentrely on, 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 for acting or refraining from acting in accordance with any manner for the sufficiency or correctness as to formwritten notice, manner and executioninstruction, or validity of any instrument deposited with itrequest or other document furnished to it hereunder or pursuant hereto, neither shall and believed by it be required to verify have been signed or presented by the identity, authority proper Party or right of any person executing the sameParties. The Trustee Escrow Agent shall only be responsible for receiving, holding in trustholding, investing, reinvesting, and releasing, disbursing or distributing the Trust Funds Escrowed Property as directed by Team and Shareholder Representative as provided in this Escrow Agreement; provided, however, that in no event shall the Trustee Escrow Agent be liable for any lost profits, lost savings, or other special, exemplary, consequential, or incidental damages, even if the Trustee has been advised damages in excess of the likelihood of such loss or damage and regardless of the form of actionEscrow Agent’s fee hereunder; and provided, further, however, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or other differences with employees; (b) the act, failure failure, or neglect of Anaheim or the Beneficiary any other Party or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission omission, or default of any mail, courier, or telecopier operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Trustee 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 executing this Escrow Agreement or any part hereof. The Trustee shall not be liable in connection with , or for depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderEscrowed Property.

Reliance; Liability. The Trustee Escrow Agent may act upon rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or direction, regardless of form, request or other paper furnished to it hereunder or pursuant hereto and believed by it to have been signed or presented by the Trustee in writing or any instrument or signature which it believes to be genuine and in conformance Escrow Parties. Concurrent with the terms execution of this Agreement, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrumentPartnership, 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, NGP and the Trustee Contributor Representative shall be under no duty deliver to make any investigation or inquiry into any the Escrow Agent authorized signers’ forms in the form of the foregoingExhibit C-1, Exhibit C-2 and Exhibit C-3 to this Agreement. The Trustee Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, neither shall it be required to verify the identity, authority or right of any person executing the same. The Trustee shall only be responsible for receiving, holding in trust, investing, reinvesting, and releasing, disbursing or distributing the Trust Escrow Funds as provided in pursuant to this Agreement; provided, however, that in no event shall the Trustee be liable for any lost profitsIN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR SPECIAL, lost savingsINDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), or other special, exemplary, consequential, or incidental damages, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionEVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION; and provided, further, that the Trustee 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, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or and other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary any Escrow Party or any agent or correspondent or any other person selected by the TrusteeEscrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or telecopier 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 Trustee 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 and or any part hereof, hereof or for the transaction or transactions requiring or underlying the execution of this Agreement or Agreement, the form or execution hereof, hereof or for the identity or authority of any person executing this Agreement or any part hereof. The Trustee shall not be liable in connection with hereof or depositing the performance or observation of its duties or obligations hereunder except for in the case 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, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Trustee hereunderEscrow Funds.