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in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this
<br />Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obli-
<br />gated, in making such determination, only to exercise reasonable care and diligence, and in event of
<br />error in making such determination the Escrow Agent shall be liable only for its own willful
<br />misconduct or its negligence. In determining the occurrence of any such event or contingency the
<br />Escrow Agent may request from the Issuer or any other person such reasonable additional evidence
<br />as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the
<br />occurrence of such event or contingency, and in this connection may make inquiries of, and consult
<br />with, among others, the Issuer at any time.
<br />The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining
<br />from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
<br />consent, order, approval or other paper or document believed by it to be genuine and to have been
<br />signed or presented by the proper party or parties. The Escrow Agent may consult with counsel and
<br />the advice or any opinion of counsel shall be full and complete authorization and protection in respect
<br />of any action taken or omitted by it hereunder in good faith and in accordance with such advice or
<br />opinion of counsel. The Escrow Agent may execute any ofthe trusts or powers hereunder or perform
<br />any duties hereunder either directly or by or through agents, attorneys, custodians or nominees
<br />appointed with due care, and shall not be responsible for any willful misconduct or negligence on the
<br />part of any agent, attorney, custodian or nominee so appointed.
<br />Any bank, corporation or association into which the Escrow Agent may be merged or
<br />converted or with which it may be consolidated, or any bank, corporation or association resulting
<br />from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any
<br />bank, corporation or association succeeding to all or substantially all of the corporate trust business
<br />of the Escrow Agent shall be the successor of the Escrow Agent hereunder without the execution or
<br />filing of any paper with any party hereto or any further act on the part of any of the parties hereto
<br />except on the part of any of the parties hereto where an instrument of transfer or assignment is
<br />required by law to effect such succession, anything herein to the contrary notwithstanding.
<br />To the extent authorized by Texas law, the Issuer shall indemnify, defend and hold harmless
<br />the Escrow Agent and its officers, directors, employees, representatives and agents, from and against
<br />and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses, damages,
<br />actions, suits, judgments, reasonable costs and expenses (including reasonable attorneys' and agents'
<br />fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or
<br />claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the
<br />Escrow Agent by reason of its participation in the transactions contemplated hereby, except to the
<br />extent caused by the Escrow Agent's negligence or willful misconduct. The foregoing indemnity shall
<br />survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent.
<br />The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this
<br />Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic
<br />methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate
<br />listing persons designated to give such instructions or directions and containing specimen signatures
<br />of such designated persons, which such incumbency certificate shall be amended and replaced
<br />San Marcos: GORB 2010: EscrowAgr 9
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