Common use of Escrow Agent Clause in Contracts

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes has agreed to perform only act as such duties for the convenience of the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be impliedEscrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability or any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have no liability under been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and no duty to inquire genuine. In the event of any dispute as to the provisions disposition of any agreement other than this Escrow Agreement. The monies held in escrow, or of any documents held in escrow, Escrow Agent may rely upon may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and shall not be liable for acting pay into the registry of the court such monies held by Escrow Agent, or refraining from acting upon deposit any written noticesuch documents with respect to which there is a dispute in the registry of such court, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The whereupon such Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of relieved and released from any such document. The further liability as Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundhereunder. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause compliance with any legal process, subpoena, writ, order, judgment and decree of any loss to the Issuer court, whether issued with or Depositor. The Escrow Agent may execute any of its powers without jurisdiction, and perform any of its duties hereunder directly whether or through agents not subsequently vacated, modified, set aside or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Escrow Agent undertakes referred to perform only in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such duties for the convenience of ----------- the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be impliedEscrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have no liability under been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and no duty to inquire genuine. In the event of any dispute as to the provisions disposition of the Deposit, the Deposit or any other monies held in escrow, or of any agreement other than this Escrow Agreement. The documents held in escrow, Escrow Agent may rely upon may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and shall not be liable for acting pay into the registry of the court the Deposit, or refraining from acting upon deposit any written noticesuch documents with respect to which there is a dispute in the Registry of such court, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The whereupon such Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of relieved and released from any such document. The further liability as Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundhereunder. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause 's compliance with any legal process, subpoena, writ, order, judgment and decree of any loss to the Issuer court, whether issued with or Depositor. The Escrow Agent may execute any of its powers without jurisdiction, and perform any of its duties hereunder directly whether or through agents not subsequently vacated, modified, set aside or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent undertakes shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to perform only such be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as are expressly set forth herein Escrow Agent hereunder and no in faithfully discharging its duties shall be impliedand obligations hereunder. The Escrow Agent shall have no liability under and no duty is acting as a stakeholder only with respect to inquire the Xxxxxxx Money. If there is any dispute as to whether the provisions of any agreement other than this Escrow Agreement. The Agent is obligated to deliver the Xxxxxxx Money or as to whom the Xxxxxxx Money is to be delivered, the Escrow Agent may rely upon refuse to make any delivery and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished may continue to it hereunder and believed by it to be genuine and to have been signed or presented hold the Xxxxxxx Money until receipt by the proper party Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the Xxxxxxx Money, or, in the absence of such written authorization, the Escrow Agent may hold the Xxxxxxx Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or partiesa proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Xxxxxxx Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be under reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the Xxxxxxx Money. Upon making delivery of the Xxxxxxx Money in any of the manners herein provided, the Escrow Agent shall have no duty to inquire into further liability or investigate the validity, accuracy or content of any such documentobligation hereunder. The Escrow Agent shall have no duty to solicit any payments which may be due it or execute the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by Receipt attached hereto in order to confirm that it in good faith except to has received the extent that a court of competent jurisdiction determines that Xxxxxxx Money and is holding the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it same on deposit in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionhereof.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s and without gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be carefully selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent undertakes shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to perform only such be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as are expressly set forth herein Escrow Agent hereunder and no in faithfully discharging its duties shall be impliedand obligations hereunder. The Escrow Agent shall have no liability under and no duty is acting as a stakeholder only with respect to inquire the Deposit. If there is any dispute as to whether the provisions of any agreement other than this Escrow Agreement. The Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, the Escrow Agent may rely upon refuse to make any delivery and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished may continue to it hereunder and believed by it to be genuine and to have been signed or presented hold the Deposit until receipt by the proper party Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the Deposit, or, in the absence of such written authorization, the Escrow Agent may hold the Deposit until a final non appealable determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or partiesa proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Deposit in a court of competent jurisdiction pending such determination. The Escrow Agent shall be under reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the Deposit. Upon making delivery of the Deposit in any of the manners herein provided, the Escrow Agent shall have no duty to inquire into further liability or investigate the validity, accuracy or content of any such documentobligation hereunder. The Escrow Agent shall have no duty to solicit any payments which may be due it or execute the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by Receipt attached hereto in order to confirm that it in good faith except to has received the extent that a court of competent jurisdiction determines that Deposit and is holding the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it same on deposit in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionhereof.

Escrow Agent. The Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent undertakes shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to perform only such be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as are expressly set forth herein Escrow Agent hereunder and no in faithfully discharging its duties shall be impliedand obligations hereunder. The Escrow Agent shall have no liability under and no duty is acting as a stakeholder only with respect to inquire the Xxxxxxx Money. If there is any dispute as to whether the provisions of any agreement other than this Escrow Agreement. The Agent is obligated to deliver the Xxxxxxx Money or as to whom the Xxxxxxx Money is to be delivered, the Escrow Agent may rely upon refuse to make any delivery and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished may continue to it hereunder and believed by it to be genuine and to have been signed or presented hold the Xxxxxxx Money until receipt by the proper party Escrow Agent of an authorization in writing, signed by Contributor and LMP, directing the disposition of the Xxxxxxx Money, or, in the absence of such written authorization, the Escrow Agent may hold the Xxxxxxx Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or partiesa proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Xxxxxxx Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be under reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the Xxxxxxx Money. Upon making delivery of the Xxxxxxx Money in any of the manners herein provided, the Escrow Agent shall have no duty to inquire into further liability or investigate the validity, accuracy or content of any such documentobligation hereunder. The Escrow Agent shall have no duty to solicit any payments which may be due it or execute the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by Receipt attached hereto as Exhibit F in order to confirm that it in good faith except to has received the extent that a court of competent jurisdiction determines that Xxxxxxx Money and is holding the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it same on deposit in accordance with the advice provisions hereof. Following written notice from either Party setting forth the identity of the Party to whom such Xxxxxxx Money (or opinion portions thereof) are to be disbursed and further setting forth the specific section or paragraph of any this Agreement pursuant to which the disbursement of such counselXxxxxxx Money (or portions thereof) are being requested, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as disburse such Xxxxxxx Money pursuant to its duties or rights hereunder or shall receive instructionssuch notice; provided, claims or demands from any party hereto whichhowever, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the that Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever shall (including but not limited to lost profits), even if 1) promptly notify the counterparty that Escrow Agent has been advised of the likelihood received a request for disbursement, and (2) withhold disbursement of such loss Xxxxxxx Money for a period of fifteen (15) business days after receipt of such notice of disbursement and if Escrow Agent receives within said fifteen (15) business day period either (A) a written notice from the party that submitted the request for disbursement which notice countermands the earlier notice of disbursement, or damage (B) a written notice from the other party that conflicts with the request for disbursement given by the party submitting such request, then Escrow Agent shall withhold such disbursement until the parties can agree upon a disbursement of such Xxxxxxx Money. The Parties shall send to the other Parties, in each case pursuant to Section 13(d) herein, a duplicate copy of any written notice sent to Escrow Agent and regardless of the form of actionrequesting any such disbursement or countermanding a request for disbursement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Underlying Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties hereby accepts its designation as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it agrees to be genuine hold and to have been signed or presented by disburse the proper party or partiesXxxxxxx Money as herein provided. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action acts taken or omitted by it in good faith except faith, shall only be liable for its willful or gross negligence, and may, in its sole discretion, rely upon the oral or written notices, communications, orders or instructions given by the County or Seller. In the event of a dispute between the County and Seller under this Contract sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the extent that a registry or custody of any court of competent jurisdiction determines that all money or property in its hands under the Escrow Agent’s gross negligence terms of this Contract with or willful misconduct was without the primary cause initiation of such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties under this Contract. Any such legal action may be brought in any loss to the Issuer or Depositor. The such court as Escrow Agent shall determine to have jurisdiction thereof. Seller and the County hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may execute any be imposed upon Escrow Agent or incurred by it in connection with its acceptance of its powers and perform any this appointment as Escrow Agent hereunder or the performance of its duties hereunder directly hereunder, including, without limitation, any litigation arising from this Contract or through agents or attorneys (and shall be liable only for involving the careful selection of any such agent or attorney) and may consult with counselsubject matter hereof; provided, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donehowever, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the if Escrow Agent shall be uncertain as to its duties found guilty of willful default or rights hereunder or shall receive instructionsgross negligence under this Contract, claims or demands from any party hereto whichthen, in its opinionsuch event, conflict with Escrow Agent shall bear all such losses, claims, damages and expenses; and provided further, that neither Seller nor the County shall have any liability to Escrow Agent under this indemnity provision for any cost of litigation incurred by Escrow Agent, including, without limitation, attorney fees, arising or caused solely by the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all conduct of the other parties hereto or by party which results in a final order or judgment of a court of competent jurisdictiondispute solely between the other party and Escrow Agent. Anything in this Escrow Agreement to the contrary notwithstandingSELLER ACKNOWLEDGES, in no event shall the Escrow Agent be liable for specialUNDERSTANDS AND AGREES THAT (A) THE ESCROW AGENT IS THE COUNTY’S COUNSEL AND AS SUCH THE ESCROW AGENT HAS NOT AND WILL NOT EXERCISE ANY INDEPENDENT PROFESSIONAL JUDGMENT ON SELLER’S BEHALF, indirect or consequential loss or damage of any kind whatsoever AND (including but not limited to lost profits)B) THE ESCROW AGENT, even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionIN THE EVENT OF A DISPUTE BETWEEN THE COUNTY AND SELLER, WHERE ESCROW AGENT ACTS AS THE COUNTY’S COUNSEL AND REPRESENTS THE COUNTY IN ANY DISPUTE OR LITIGATION, SHALL RESIGN AND SHALL APPOINT A SUCCESSOR OR SUBSTITUTE ESCROW AGENT, WHICH THE COUNTY AND SELLER SPECIFICALLY AGREE THE ESCROW AGENT MAY DO.

Escrow Agent. The If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent undertakes hereunder, or if at any time Escrow Agent is unable to perform only determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such duties as are expressly set forth herein and no duties dispute or uncertainty shall be impliedresolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by delay in the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content disbursement of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or funds held in the Escrow Fund. The Escrow Agent shall not be liable for Funds or any delay in with respect to any other action taken required or omitted by it in good faith except to the extent that a court requested of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Co-Issuers and the Placement Agent, in connection herewith, if any, including without limitation the Offering Document , nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Offering , any schedule or exhibit attached to this Agreement, or any other agreement other than among the Co-Issuers and the Placement Agent, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any party, any beneficiary or partiesother person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Funds, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 11. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Funds, including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes referred to perform only in the definition thereof contained in Paragraph 1.1 hereof has agreed to act as such duties for the convenience of the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundAgent. The Escrow Agent shall not be liable liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action taken or omitted by it in good faith except omission of either party to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositorescrow. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. The Escrow Agent is counsel for Purchaser. It is agreed that the careful selection Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit or any other monies held in escrow, the Escrow Agent may, if such agent or attorney) Escrow Agent so elects, interplead the parties by filing an interpleader action in any court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), and may consult with counselpay into the registry of the court the Deposit and any other monies held in escrow, accountants including all interest earned thereon, whereupon such Escrow Agent shall be relieved and other skilled persons to released from any further liability as Escrow Agent hereunder. In the event of such interpleader action, the Escrow Agent shall not be selected and retained by itdisabled from representing a party hereto. The Escrow Agent shall not be liable for anything doneEscrow Agent's compliance with any legal process, suffered or omitted in good faith by it in accordance with the advice or opinion subpoena, writs, orders, judgments and decree of any such counselcourt, accountants whether issued with or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties without jurisdiction, and whether or rights hereunder not subsequently vacated, modified, set aside or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Escrow Agent undertakes agrees to perform only such duties as are expressly set forth herein hold, keep and no duties shall be implieddeliver the Xxxxxxx Money and all other sums delivered to Escrow Agent in accordance with the terms and provisions of this Agreement. The Escrow Agent shall have no liability under not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and no duty deliver the same to inquire as to the parties named herein in accordance with the provisions of any agreement other than this Escrow Agreement. The , it being expressly understood that by acceptance of this Agreement Escrow Agent may rely upon is acting in the capacity as a depository only and shall not be liable or responsible to anyone for acting any damages, losses or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to expenses unless same shall have been signed or presented caused by the proper party gross negligence or partieswillful malfeasance of Escrow Agent. The In the event of any disagreement between Purchaser and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be under no duty entitled to inquire into or investigate the validity, accuracy or content of refuse to comply with any such document. The claims or demands so long as such disagreement may continue; and in so refusing Escrow Agent shall have make no duty to solicit delivery or other disposition of any payments which may be due of the monies then held by it or under the Escrow Fund. The terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be liable for any action taken or omitted by it entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in good faith except to the extent that a court of competent jurisdiction determines that of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Purchaser, and Escrow Agent shall have a period not exceeding three (3) business days after receipt by Escrow Agent of any notice or request to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement. Further, Escrow Agent shall have the right at all times to pay all sums held by it (x) to the appropriate party under the terms hereof, provided no dispute exists between the parties hereto, or (y) into any court of competent jurisdiction after a dispute between or among the parties has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, the other provisions of this Section 12.18, prior to the expiration of the Inspection Period, the escrow established hereunder shall be a “sole order” escrow for the benefit of Purchaser (meaning that Escrow Agent shall act solely in accordance with the instructions of Purchaser until the expiration of the Inspection Period in respect of the Xxxxxxx Money). Without limiting the generality of the foregoing, in the event that on or prior to the expiration of the Inspection Period, Purchaser delivers notice to Escrow Agent stating that Purchaser has elected to terminate this Agreement, then Escrow Agent shall refund to Purchaser the Xxxxxxx Money without any requirement that Escrow Agent first notify or obtain any approval or consent of Seller (and Escrow Agent agrees that it shall not be permitted to, and shall not, follow any conflicting instructions given by Seller or any third party with regard thereto). Seller agrees in such instance not to deliver any conflicting instructions to Escrow Agent for any or no reason and hereby instructs Escrow Agent to act in respect of the Xxxxxxx Money solely in accordance with Purchaser’s instructions on or prior to the expiration of the Inspection Period. Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all costs, damages and expenses, including reasonable attorney’s fees, that Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or willful misconduct was malfeasance on the primary cause part of any loss to the Issuer or DepositorEscrow Agent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it Section 12.18 shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionsurvive Closing.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Underwriting Agreement by and between the Company and the Underwriter dated the date set forth in the Company’s Rule 424 final prospectus filed as a part of the Registration Statement (the “Underlying Agreement”), nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with the Underlying Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of the Underlying Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to the provisions Agreement, or any other agreement among the Parties, the terms and conditions of any agreement other than this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The In the absence of bad faith on its part, Escrow Agent undertakes may conclusively rely on a notice of instruction that is furnished to perform only such Escrow Agent that conforms to the requirements of this Agreement. In performing any of its duties as are expressly set forth herein and no duties shall be implied. The hereunder, Escrow Agent shall have no not incur any liability under to anyone for any damages, losses or expenses except for willful default or breach of trust, and no duty it shall accordingly not incur any such liability with respect to inquire any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the provisions validity and effectiveness of any agreement other than this Escrow Agreement. The its provisions, contained therein, but which the Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it in good faith believe to be genuine and genuine, to have been signed or presented by the a proper party person or parties. The Escrow Agent shall be under no duty persons and to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance conform with the advice or opinion provisions of any such counsel, accountants or other skilled personsthis Agreement. In the event that any party disputes a proposed disbursal by Escrow Agent and Escrow Agent is unable to resolve the dispute, Escrow Agent may tender the Escrowed Funds into a court Escrow Agent deems to be of competent jurisdiction which shall discharge Escrow Agent of all further duties and liabilities hereunder or under this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, and counsel fees and disbursements which may be imposed upon Escrow Agent or incurred by Escrow Agent hereunder and attributable to the acts of such party, except those arising from willful default or breach of trust by Escrow Agent or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof. Seller and Buyer have no obligation to indemnify Escrow Agent for the acts of any other party. The total fees charged by Escrow Agent hereunder shall be paid from the Escrow Agent Amount. Such fees shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of not exceed the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing investment fee normally charged by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable Escrowee for special, 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 actioninvested client funds.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the APA (each an “Underlying Agreement”), nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any Underlying Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Underlying Agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to the provisions Agreement, or any other agreement among the Parties, the terms and conditions of any agreement other than this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties Security 1st Title, Concordia, Kansas, shall be impliedthe escrow agent for the purpose of this transaction. Said escrow agent shall receive the original copy of this Agreement, Trustees’ Deed, and other contract documents at the time of the execution of this Agreement or as soon thereafter as the parties can tender the same to the said escrow agent. At closing said escrow agent shall collect the balance of the purchase price and any additional amounts owed by Purchaser, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. The Escrow Agent escrow agent shall deliver the deed to the Purchaser upon payment in full of the contract and all expenses owed by Purchaser at closing. Security 1st Title, Concordia, Kansas, is xxxxxx appointed as escrow agent for this sale and shall have no liability under and no duty the authority to inquire as do whatever is necessary to aid in the provisions handling of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsescrow. In accepting any funds or documents delivered hereunder, it is agreed and understood that, in the event that of disagreement between the Escrow Agent shall be uncertain as parties to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled the escrow agent will and does reserve the right to refrain from taking any action hold all money and its sole obligation shall be to keep safely all property held in documents concerning this escrow until it shall be directed otherwise in writing by a mutual agreement has been reached between all of the other parties hereto or until delivery is legally authorized by a final order judgment or judgment of decree from a court of competent jurisdiction. Anything The escrow agent may bring an appropriate action or proceeding for leave to deposit said money and/or documents in this Escrow Agreement court pending such determination and shall have the right to employ attorneys for the contrary notwithstanding, in no event reasonable protection of the escrow property and of itself and shall have the Escrow Agent be liable for special, indirect or consequential loss or damage right to reimburse itself out of any kind whatsoever (including but not limited funds in its possession for costs, expenses, attorney fees and its compensation, and shall have a lien on all money and documents held in escrow to lost profits)cover same. Furthermore, even the parties hereby agree that if this contract is canceled by the Escrow Agent has been advised parties or if any xxxxxxx money is to be forfeited or refunded, the amount to be distributed shall first be reduced by any unpaid charges for credit reports, appraisals, surveys, and title investigation fees, if any, incurred by the escrow agent on behalf of the likelihood of such loss or damage and regardless of party receiving the form of actionfunds.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Notwithstanding anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement, Escrow Agent shall have no liability under and no duty to inquire as to not be responsible for determining the provisions meaning of any agreement capitalized term not entirely defined herein, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Any notice, document, instruction or request delivered by a Party but not contemplated under this Agreement may be disregarded by Escrow Agent. 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 Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties which eliminates such ambiguity or conflict or (ii) a court order issued by a court of competent jurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Deposit, including, without limitation, the Escrow Deposit nor shall Escrow Agent shall not be liable for have any action taken duty or omitted by it in good faith except obligation to confirm or verify the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence accuracy or willful misconduct was the primary cause correctness of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult amounts deposited with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. 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.

Escrow Agent. The Escrow Agent undertakes referred to perform only in the definition thereof contained in SECTION 1.1 hereof has agreed to act as such duties for the convenience of the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be impliedEscrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have no liability under been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and no duty to inquire genuine. In the event of any dispute as to the provisions disposition of the Deposit or any other monies held in escrow, or of any agreement other than this Escrow Agreement. The documents held in escrow, Escrow Agent may rely upon may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and shall not be liable for acting pay into the registry of the court the Deposit, or refraining from acting upon deposit any written noticesuch documents with respect to which there is a dispute in the Registry of such court, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The whereupon such Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of relieved and released from any such document. The further liability as Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundhereunder. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause 's compliance with any legal process, subpoena, writ, order, judgment and decree of any loss to the Issuer court, whether issued with or Depositor. The Escrow Agent may execute any of its powers without jurisdiction, and perform any of its duties hereunder directly whether or through agents not subsequently vacated, modified, set aside or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any requirement to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, in its opinion, which conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or by a final court order or judgment (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it, including, without limitation, the Funds nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of a court of competent jurisdictionany 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorIssuer. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such shall have no duties as are or responsibilities other than those expressly set forth herein and no duties in this Escrow Agreement. The Escrow Agent shall be impliedliable as an escrow agent only and shall not be responsible or accountable for the correctness of any information set forth in any statements delivered to it including, without limitation, any disbursement notice delivered by the Company pursuant to Section 4(a) or Section 4(b), shall not be required in any event to verify the correctness of any such statements and shall not be responsible for verifying compliance by the Company with the requirements any securities laws, rules or regulations, or the terms of any subscription agreement. The Escrow Agent shall be entitled to rely, without any investigation whatsoever, upon any communication received from the Company, and the Escrow Agent shall be entitled to deem the signatories of any subscription agreement or any communication submitted to it hereunder as being those purported to be authorized to sign such communication on behalf of such party and shall be entitled to rely on the genuineness of the signatures of such signatories without inquiry and without sustaining evidence of any kind. The Escrow Agent shall have the right to consult with counsel and shall be fully protected and shall not be liable with respect to any action taken or omitted by the Escrow Agent in good faith and on advice of counsel, and shall be fully protected and shall not be liable for any error of judgments or for any act done or omitted by it in good faith, except for its own gross negligence or willful misconduct. The Escrow Agent shall have no liability under and no duty duties to inquire as to the provisions of any agreement other than anyone except those signing this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty the right to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly through agents, attorneys, custodians or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsnominees. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.addition:

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Notwithstanding anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement, Escrow Agent shall have no liability under and no duty to inquire as to not be responsible for determining the provisions meaning of any agreement capitalized term not entirely defined herein, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent in connection with its role as escrow agent hereunder. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted disregarded by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. 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 ESCROW AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WAS THE CAUSE OF ANY DIRECT LOSS TO EITHER PARTY. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent Agent, in its good faith judgment, shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s good faith judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint release instruction executed by all Authorized Representatives of each of the other parties hereto Parties which eliminates such ambiguity or conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Anything in this Escrow Agreement Agent shall have no duty to solicit any payments which may be due it or the contrary notwithstandingFund, in no event shall including, without limitation, the Escrow Deposit nor shall Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness of any kind whatsoever amounts deposited with it hereunder. The Parties grant to Escrow Agent a lien and security interest in the Fund in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to Escrow Agent hereunder. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL ESCROW AGENT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (including but not limited to lost profitsINCLUDING 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 actionEVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO THE EXTENT SUCH LOSSES OR DAMAGES ARE CAUSED BY FRAUD OR WILLFUL MICSONDUCT OF ESCROW AGENT.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between Parent or Sponsor and any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement or nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between Parent or Sponsor and any other than person or entity, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party applicable person without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary or partiesother person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 10. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Shares nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such shall have no duties as are or responsibilities other than those expressly set forth herein and no duties in this Escrow Agreement. The Escrow Agent shall be impliedliable as a depository only and shall not be responsible or accountable for the correctness of any information set forth in any statements delivered to it including, without limitation, any disbursement notice delivered by the Party A pursuant to Section 5(a) or Section 5(b), shall not be required in any event to verify the correctness of any such statements and shall not be responsible for verifying compliance by the Party A with the requirements of Rule 506 of Regulation D, the rules and regulations thereunder or any other securities laws, rules or regulations, or the terms of any subscription agreement. The Escrow Agent shall be entitled to rely, without any investigation whatsoever, upon any communication received from the Party A, and the Escrow Agent shall be entitled to deem the signatories of any subscription agreement or any communication submitted to it hereunder as being those purported to be authorized to sign such communication on behalf of such party and shall be entitled to rely on the genuineness of the signatures of such signatories without inquiry and without sustaining evidence of any kind. The Escrow Agent shall have the right to consult with counsel and shall be fully protected and shall not be liable with respect to any action taken or omitted by the Escrow Agent in good faith and on advice of counsel, and shall be fully protected and shall not be liable for any error of judgments or for any act done or omitted by it in good faith, except for its own gross negligence or willful misconduct. The Escrow Agent shall have no liability under and no duty duties to inquire as to the provisions of any agreement other than anyone except those signing this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty the right to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly through agents, attorneys, custodians or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsnominees. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.addition:

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Notwithstanding anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement, Escrow Agent shall have no liability under and no duty to inquire as to not be responsible for determining the provisions meaning of any agreement capitalized term not entirely defined herein, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which Any notice, document, instruction or request delivered by a Party but not contemplated under this Agreement may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted disregarded by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. 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 ESCROW AGENT'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WAS THE CAUSE OF ANY DIRECT LOSS TO EITHER PARTY. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such ambiguity or conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Anything in this Escrow Agreement Agent shall have no duty to solicit any payments which may be due it or the contrary notwithstandingAccounts, in no event shall including, without limitation, the Escrow Amount nor shall Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness of any kind whatsoever amounts deposited with it hereunder. The Parties grant to Escrow Agent a lien and security interest in the Escrow Amount in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to Escrow Agent hereunder. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL ESCROW AGENT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (including but not limited to lost profitsINCLUDING 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 actionEVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION.

Escrow Agent. The Escrow Agent undertakes to perform only such duties duties, as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorPlacement Agent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes referred to perform only in the definition thereof ------------ contained in Paragraph 1.1 hereof has agreed to act as such duties for the convenience of the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundAgent. The Escrow Agent shall not be liable liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action taken or omitted by it in good faith except omission of either party to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositorescrow. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. It is agreed that the careful selection Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit, if any, or any other monies held in escrow, the Escrow Agent may, if such agent or attorney) Escrow Agent so elects, interplead the parties by filing an interpleader action in any court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), and may consult with counselpay into the registry of the court the Deposit, accountants if any, and any other skilled persons to monies held in escrow, including all interest earned thereon, whereupon such Escrow Agent shall be selected relieved and retained by itreleased from any further liability as Escrow Agent hereunder. The In the event of such interpleader action, the Escrow Agent shall not be disabled from representing a party hereto. Escrow Agent shall not be liable for anything doneEscrow Agent's compliance with any legal process, suffered or omitted in good faith by it in accordance with the advice or opinion subpoena, writs, orders, judgments and decree of any such counselcourt, accountants whether issued with or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties without jurisdiction, and whether or rights hereunder not subsequently vacated, modified, set aside or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Joint Release Instruction furnished to it hereunder and believed by it to be genuine and to have been signed or and presented by the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or to the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow the Escrow Fund until it shall be directed otherwise in writing by a Final Determination. The Escrow Agent may interplead all of the other parties hereto or by a final order or judgment of assets held hereunder into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non-action based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrow Fund except for the Escrow Agent’s bad faith, willful misconduct or gross negligence. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any (a) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which result from the Escrow Agent’s bad faith, gross negligence or willful misconduct, or (b) special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), other than in connection with the Escrow Agent’s bad faith, gross negligence or willful misconduct, even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The (a) Escrow Agent undertakes will perform its obligations hereunder fairly and impartially according to perform only such duties the intent of the parties as are expressly set forth herein and no duties shall be implied. The expressed, provided however that Escrow Agent is to be considered as a depository only, shall have no liability under and no duty not be deemed to inquire as be a party to the provisions of any agreement document other than this Escrow Agreement. The Escrow Agent may rely upon , and shall not be responsible or liable in any manner whatsoever for acting the sufficiency or refraining from acting upon manner of execution, or validity or any written noticeinstructions, instruction certificates or request furnished any other documents received by it, nor as to it hereunder and believed by it to be genuine and to have been signed the identity, authority, or presented by rights or any persons executing the proper party or partiessame. The Escrow Agent shall be under no duty entitled to inquire into rely at all times on instructions given by STI, the STI Holders’ Agent and CTI, as the case may be and as required hereunder, without any necessity or investigate verifying the validityauthority thereof. STI, accuracy the STI Holders’ Agent and CTI acknowledge that Escrow Agent is counsel for STI and waive any potential conflict of interest in connection therewith. Notwithstanding the foregoing, in the event of a dispute hereunder between STI and CTI (or content of any such document. The its successors or assigns), in Escrow Agent’s discretion, Escrow Agent shall have no duty the right, exercisable in its sole discretion, to solicit any payments which may be due it or discharged by tendering the Escrow Fund. The Fund and any related funds held by Escrow Agent shall not be liable for any action taken unto the registry or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause custody of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction, together with any such legal pleadings as it deems appropriate. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable shall have the right to continue as counsel for special, indirect or consequential loss or damage of STI notwithstanding any kind whatsoever (including but not limited to lost profits), even if the action taken by Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionin accordance with this Agreement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except and its liability hereunder shall be limited to the extent that a court of competent jurisdiction determines that the Escrow Agent’s liability for gross negligence or willful misconduct was on its part. The Company and the primary cause Purchasers agree to save harmless, and the Company agrees to indemnify and defend, the Escrow Agent for, from and against their respective share of any loss loss, damage, liability, judgment, cost and expense whatsoever, by reason of, or on account of, any misrepresentation made to the Issuer it or Depositor. The its status or activities as Escrow Agent may execute under this Agreement except for any loss, damage, liability, judgment, cost or expense resulting from gross negligence or willful misconduct on the part of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itEscrow Agent. The Escrow Agent shall not be liable responsible for anything done, suffered any failure or omitted in good faith by it in accordance inability of any of the parties to perform or comply with the advice provisions of this Agreement, or opinion of any such counsel, accountants or other skilled personsthe agreements delivered in connection herewith. In the event that performance of its duties hereunder, the Escrow Agent shall be uncertain as entitled to its duties rely in good faith upon any document (including facsimile transmitted copies of documents), instrument or rights hereunder or shall receive instructions, claims or demands from signature believed by it in good faith to be genuine and to be signed by any party hereto whichor an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of any statement contained in its opinion, conflict any such document or instrument. The Escrow Agent may assume in good faith that any person purporting to give any notice in accordance with any of the provisions of this Escrow Agreement, it shall be entitled hereof has been duly authorized to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties do so. Each party hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall acknowledges that (a) the Escrow Agent be liable for specialis not acting as legal counsel to such party in any manner or respect in connection with the transactions contemplated by this Agreement, indirect or consequential loss or damage of any kind whatsoever and (including but not limited to lost profits), even if b) the Escrow Agent has been advised of is serving as an accommodation to the likelihood of such loss or damage parties hereto. It is understood and regardless of further agreed that the form of action.Escrow Agent shall:

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Generator Interconnection Study Process Agreement (the “Underlying Agreement”), nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Underlying Agreement, any schedule or exhibit attached to the provisions Agreement, or any other agreement between the Parties, the terms and conditions of any agreement other than this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or parties. The Parties, and Escrow Agent shall be under have no duty of inquiry and no obligation to inquire into or investigate the validity, accuracy or content require substantiating evidence of any such documentkind. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselDeposit, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Company or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Purchaser or DepositorSeller. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes In performing its duties under this Agreement or upon the claimed failure to perform only such its duties as are expressly set forth herein and no duties shall be implied. The hereunder, Escrow Agent shall have no liability under except for its acts of recklessness, fraud, willful misconduct or gross negligence. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Amount in accordance with the terms of this Agreement. Escrow Agent shall have no duty to inquire as to the provisions implied duties or obligations and shall not be charged with knowledge or notice of any agreement other than fact or circumstance not specifically set forth herein or in any notice given to it under this Escrow AgreementAgreement in accordance with Section 11 hereof. The Escrow Agent may shall be entitled to rely upon and shall not be liable for acting or refraining from protected in acting upon any written noticerequest, instruction instructions, statement or request furnished other instrument, not only as to it hereunder its due execution, validity and believed by it effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine and genuine, to have been signed or presented by the proper party person or partiesParties purporting to sign the same and to conform to the provisions of this Agreement. The In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. Escrow Agent shall not be under obligated to take any legal action or to commence any proceeding in connection with the Escrow Amount or any account in which the Escrow Amount is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no duty to inquire into liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or investigate instruction of such counsel. Acquirer and Contributor, jointly and severally, shall promptly pay upon demand the validity, accuracy or content reasonable fees and expenses of any such documentcounsel; provided, however, Acquirer and Contributor agree that such fees and expenses shall be borne equally between Acquirer and Contributor. The Escrow Agent shall have no duty to solicit any payments which may be due it obligations or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it responsibilities in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance connection with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Contribution Agreement, it shall be entitled to refrain from taking or any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of other agreement between the Parties, other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in than this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionAgreement.

Escrow Agent. The duties and responsibilities of the Escrow Agent undertakes shall be limited to perform only such duties as are those expressly set forth herein and no in the Agreement. No implied duties shall be implied. The of the Escrow Agent shall be read into this Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, Depositor even though reference thereto may be made herein. In the event all or any part of the Escrow Fund shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Escrow Fund or any part thereof, Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to Depositor or to any other party by reason such compliance. Escrow Agent shall not be liable to anyone for any damages, losses or expenses incurred as a result of any act or omission of Escrow Agent, unless such damages, losses or expenses are caused by Escrow Agent’s willful default or gross negligence. Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel given with respect to any question relation to the duties under this Agreement or (ii) any action take or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon consult with legal counsel of its own choosing and shall not be liable for fully protected in acting or refraining from acting upon in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents or securities now or hereafter deposited or received hereunder, or of any written noticeendorsement thereon, instruction or request furnished for any lack of endorsement thereon, or for any description therein, nor shall it be responsible or liable on account of the identity, authority or rights of any person executing, depositing or delivering or purporting to execute, deposit or deliver any such document, security or endorsement, nor shall the Escrow Agent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent’s liability for any grossly negligent performance or nonperformance shall not exceed its fees and charges in connection with the services provided hereunder. Under no circumstances shall Escrow Agent be liable for consequential damages or for loss, liability, or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. In the event of a dispute between the parties hereto sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled at the expense of the Escrow Fund to tender the Escrow Fund into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings at the expense of the Escrow Fund as it hereunder deems appropriate, and believed by it thereupon to be genuine discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in any such court as Escrow Agent shall determine to have been signed or presented by jurisdiction over the proper party or partiesEscrow Fund. The filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing. Escrow Agent shall be under no duty to inquire into take any legal action in connection with this Agreement or investigate the validitytowards it enforcement, accuracy or content of to appear in, prosecute or defend any such documentaction or legal proceeding that would result in or might it to incur any costs, expenses, losses or liability, unless and until it shall be indemnified with respect thereto in accordance with this Agreement. The Escrow Agent shall have no duty responsibility for the preparation and/or filing of any tax or information return with respect to solicit any payments which may be due it transaction, whether or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall will be implied. The Escrow Agent shall will have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall will not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall will be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall will have no duty to solicit any payments which may be due it or the Escrow Fundit. The Escrow Agent shall will not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Merilus USA or DepositorHolder. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, independent counsel and accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall will be uncertain as to its duties or rights hereunder or shall will receive instructions, claims or demands from any party hereto to this Escrow Agreement which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall will be entitled to refrain from taking any action and its sole obligation shall will be entitled to keep safely all property held in escrow until it shall will be directed otherwise in writing by all of the other parties hereto to this Escrow Agreement or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the 7 contrary notwithstanding, in no event shall will the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. Notwithstanding the terms of any other agreement other than between the Parties, the terms and conditions of this Agreement will control the actions of the Escrow AgreementAgent. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction Joint Release Instruction or request Final Determination furnished to it hereunder and reasonably believed by it in good faith to be genuine and to have been signed or and presented by an authorized signer of the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request; provided, however, that the Escrow Agent may not act upon instruction by either the Sponsor or the Parent alone where Joint Written Instruction is required as provided hereunder. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsProperty. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party either Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by a Joint Release Instruction or Final Determination or (b) interplead all of the assets held hereunder into, or may seek other parties hereto judicial relief or by a final order or judgment of orders from, a court of competent jurisdiction, and the Escrow Agent shall act in accordance with any such judicial relief or court order. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent will 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 fraud, gross negligence or willful misconduct was the direct cause of any loss to either Party. To the extent practicable, the Parties agree to pursue commercially reasonable redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, except in the case of the Escrow Agent’s fraud, in no event shall the Escrow Agent be liable liable, for any special, indirect indirect, punitive, incidental or consequential loss losses or damage damages 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 losses or damage damages and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein Agent's responsibility and no duties liability under this Agreement shall be impliedlimited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Company or the Trustee; (ii) the Escrow Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as a consequence of performance or nonperformance by the Escrow Agent hereunder, except for any gross negligence or wilful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Marketable Securities held by it hereunder, including, without limitation any liability for any delay not resulting from gross negligence or wilful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall have no liability under and no duty be entitled to inquire as rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any agreement other than this Escrow Agreementfact stated therein or the propriety or validity of service thereof. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting act in reliance upon any written notice, instruction instrument comporting with the provisions of this Agreement or request furnished to it hereunder and signature believed by it to be genuine and may assume that any person purporting to have give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been signed or presented by the proper party or partiesduly authorized to do so. The Escrow Agent shall be under no duty may act pursuant to inquire into or investigate the validity, accuracy or content written advice of counsel chosen by it with respect to any such document. The Escrow Agent shall have no duty matter relating to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent this Agreement and (subject to SECTION 4(a)(ii)) shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any accordance with such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itadvice. The Escrow Agent shall not be liable for anything donecalled upon to advise any party as to selling to retaining, suffered or omitted in good faith by it in accordance taking or refraining from taking any action with the advice or opinion of respect to, any such counsel, accountants securities or other skilled personsproperty deposited hereunder. In the event that of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, the Escrow Agent shall be uncertain as entitled to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict refuse to comply with any of and all claims, demands or instructions with respect to such funds or property, and the provisions of this Escrow AgreementAgent shall not be or become liable for its failure or refusal to comply with conflicting claims, it demands or instructions. The Escrow Agent shall be entitled to refrain from taking refuse to act until either any action and its sole obligation conflicting or adverse claims or demands shall be to keep safely all property held in escrow until it shall be directed otherwise in writing have been finally determined by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything jurisdiction or settled by agreement between the conflicting claimants as evidenced in this Escrow Agreement a writing, satisfactory to the contrary notwithstandingEscrow Agent, in no event shall or the Escrow Agent be liable for special, indirect shall have received security or consequential loss or damage of any kind whatsoever (including but not limited an indemnity satisfactory to lost profits), even if the Escrow Agent has been advised sufficient to save the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the likelihood Escrow Agent may deem necessary. No provision of such loss this Agreement shall require the Escrow Agent to expend or damage and regardless risk its own funds or otherwise incur any financial liability in the performance of the form any of actionits duties hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties hereby accepts its designation as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it agrees to be genuine hold and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or disburse the Escrow FundFunds as herein provided. The Escrow Agent shall not be liable for any acts taken in good faith, shall only be liable for its willful default or gross negligence, and may, in its sole discretion, rely upon the oral or written notices, communications, orders or instructions given by the parties hereto. Escrow Agent’s only responsibility with respect to the Escrow Funds shall be to use its reasonable and diligent efforts to hold and to disburse the same in accordance with this Agreement. In the event of a dispute sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender the Escrow Funds into the registry or custody of any court of competent jurisdiction, together with such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties under this Agreement. Any such legal action taken may be brought in any such court as Escrow Agent shall determine to have jurisdiction thereof. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed upon Escrow Agent or omitted incurred by it in good faith except to the extent that a court connection with its acceptance of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The this appointment as Escrow Agent may execute any of its powers and perform any hereunder or the performance of its duties hereunder directly including, without limitation, any litigation arising from this Agreement or through agents or attorneys (and shall be liable only for involving the careful selection of any such agent or attorney) and may consult with counselsubject matter hereof; provided, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donehowever, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the if Escrow Agent shall be uncertain as to its duties found guilty of willful default or rights hereunder or shall receive instructionsgross negligence under this Agreement, claims or demands from any party hereto whichthen, in its opinionsuch event, conflict with any Escrow Agent shall bear all such losses, claims, damages and expenses. Escrow Agent shall be discharged from all further duties under this Agreement upon the disbursement of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionFunds as provided herein.

Escrow Agent. The Escrow Agent undertakes referred to perform only in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such duties for the convenience of ----------- the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be impliedEscrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have no liability under been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and no duty to inquire genuine. In the event of any dispute as to the provisions disposition of the Deposit, the Deposit or any other monies held in escrow, or of any agreement other than this Escrow Agreement. The documents held in escrow, Escrow Agent may rely upon may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the county or circuit where the Leasehold Estate is located (to the jurisdiction of which both parties do hereby consent), and shall not be liable for acting pay into the registry of the court the Deposit, or refraining from acting upon deposit any written noticesuch documents with respect to which there is a dispute in the Registry of such court, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The whereupon such Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of relieved and released from any such document. The further liability as Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundhereunder. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause 's compliance with any legal process, subpoena, writ, order, judgment and decree of any loss to the Issuer court, whether issued with or Depositor. The Escrow Agent may execute any of its powers without jurisdiction, and perform any of its duties hereunder directly whether or through agents not subsequently vacated, modified, set aside or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Escrow Agent undertakes referred to perform only in the definition thereof contained in Section 1.1 hereof has agreed to act as such duties for the convenience of the parties without fee or other charges for such services as are expressly set forth herein and no duties shall be impliedEscrow Agent. The Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have no liability under been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and no duty to inquire genuine. In the event of any dispute as to the provisions disposition of the Deposit or any other monies held in escrow, or of any agreement other than this Escrow Agreement. The documents held in escrow, Escrow Agent may rely upon may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and shall not be liable for acting pay into the registry of the court the Deposit, or refraining from acting upon deposit any written noticesuch documents with respect to which there is a dispute in the Registry of such court, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The whereupon such Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of relieved and released from any such document. The further liability as Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundhereunder. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause 's compliance with any legal process, subpoena, writ, order, judgment and decree of any loss to the Issuer court, whether issued with or Depositor. The Escrow Agent may execute any of its powers without jurisdiction, and perform any of its duties hereunder directly whether or through agents not subsequently vacated, modified, set aside or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionreversed.

Escrow Agent. The Selling Shareholders and Purchaser acknowledge that Escrow Agent undertakes to perform only such duties as are expressly set forth herein is merely a stakeholder, and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The that Escrow Agent shall not be liable for any action act or omission unless taken or omitted by it suffered in good faith except to the extent that a court bad faith, in willful disregard of competent jurisdiction determines that the Escrow Agent’s this Agreement or involving gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositornegligence. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donethe failure of the institution(s) in which the Purchase Price has been deposited. Selling Shareholders and Purchaser agree to indemnify and hold Escrow Agent harmless from and against any reasonable costs, suffered claims or expenses incurred in connection with the performance of the Escrow Agent's duties hereunder, unless such costs, claims or expenses are occasioned by Escrow Agent's gross negligence, bad faith, or its willful disregard of this Agreement. Escrow Agent shall not be bound by any agreement between Selling Shareholders and Purchaser, whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and responsibilities shall be to hold, and to dispose of, the Purchase Price and Shares in accordance with this Agreement. Escrow Agent may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted by Escrow Agent hereunder in good faith by it and in accordance with the advice reliance upon such opinion. All instructions or opinion of any such counsel, accountants or other skilled persons. In the event that notices given to the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict writing and delivered in accordance with any of the provisions requirements of this Escrow Agreement. For purposes of this paragraph, it such instructions and notices shall be entitled deemed delivered on the date of delivery, if by hand, or on the date of mailing if mailed, except that no instruction or notice to refrain from taking any action and its sole obligation Escrow Agent shall be deemed effectively delivered to keep safely all property held in escrow Escrow agent until it shall be directed otherwise in writing actual receipt thereof by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionEscrow Agent. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent may, but shall not be liable for specialrequired to, indirect or consequential loss or damage of represent Selling Shareholders in any kind whatsoever (including but not limited matter relating 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 actionthis Agreement.

Escrow Agent. The Escrow Agent undertakes In performing its duties under this Agreement or upon the claimed failure to perform only such its duties as are expressly set forth herein and no duties shall be implied. The hereunder, Escrow Agent shall have no liability under liability, except for its acts of recklessness, fraud, willful misconduct or gross negligence. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Amount and the Diamond Y Escrow Amount in accordance with the terms of this Agreement. Escrow Agent shall have no duty to inquire as to the provisions implied duties or obligations and shall not be charged with knowledge or notice of any agreement other than fact or circumstance not specifically set forth herein or in any notice given to it under this Escrow Agreement in accordance with Section 12 of this Agreement. The Escrow Agent may shall be entitled to rely upon and shall not be liable for acting or refraining from protected in acting upon any written noticerequest, instruction instructions, statement or request furnished other instrument, not only as to it hereunder its due execution, validity and believed by it effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine and genuine, to have been signed or presented by the proper party person or partiesParties purporting to sign the same and to conform to the provisions of this Agreement. The In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. Escrow Agent shall not be under obligated to take any legal action or to commence any proceeding in connection with the Escrow Amount or any account in which the Escrow Amount and the Diamond Y Escrow Amount is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no duty to inquire into liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or investigate instruction of such counsel. Regency and HEP, jointly and severally, shall promptly pay upon demand the validity, accuracy or content reasonable fees and expenses of any such documentcounsel; provided, however, Regency and HEP agree that such fees and expenses shall be borne equally between Regency and HEP. The Escrow Agent shall have no duty to solicit any payments which may be due it obligations or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it responsibilities in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance connection with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Contribution Agreement, it shall be entitled to refrain from taking or any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of other agreement between the Parties, other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in than this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionAgreement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties duties, as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement other than among the Parties, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of any of the Funds, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 11. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Funds, including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposits nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the First Lien Credit Agreement and the Second Lien Credit Agreement (collectively, the “Underlying Agreements”), nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any Underlying Agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Underlying Agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreements, any schedule or exhibit attached to the provisions Agreement, or any other agreement among the Parties, the terms and conditions of any agreement other than this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Stock Purchase Agreement, nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Stock Purchase Agreement, any schedule or exhibit attached to the provisions of any agreement other than this Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. Concurrent with the execution of this Agreement, the Representative and Buyer shall deliver a Certificate as to Authorized Signers substantially in the form of Schedule 2 to this Agreement to the Escrow Agent, which schedule may be executed in counterparts. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionDeposit.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which payments, dividends or other profits in respect of the Escrow Property that may be due it or the Escrow Funddue. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith it, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorAssignee. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto Assignee or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Company or DepositorDepositors. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Notwithstanding anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement, Escrow Agent shall have no liability under and no duty to inquire as to not be responsible for determining the provisions meaning of any agreement capitalized term not entirely defined herein, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be due it or the disregarded by Escrow FundAgent. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such ambiguity or conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Deposit nor shall Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Parties grant to Escrow Agent a lien and security interest in the Fund in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to Escrow Agent 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. Notwithstanding the terms of any other agreement other than between the Parties, the terms and conditions of this Agreement will control the actions of the Escrow AgreementAgent. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction Joint Release Instruction or request Final Determination furnished to it hereunder and reasonably believed by it in good faith to be genuine and to have been signed or and presented by an authorized signer of the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request; provided, however, that the Escrow Agent may not act upon instruction by either the Parent or the Holder Representative alone where Joint Written Instruction is required as provided hereunder. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsProperty. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party either Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by a Joint Release Instruction or Final Determination or (b) interplead all of the assets held hereunder into, or may seek other parties hereto judicial relief or by a final order or judgment of orders from, a court of competent jurisdiction, and the Escrow Agent shall act in accordance with any such judicial relief or court order. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent will 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 fraud, gross negligence or willful misconduct was the direct cause of any loss to either Party. To the extent practicable, the Parties agree to pursue commercially reasonable redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, except in the case of the Escrow Agent’s fraud, in no event shall the Escrow Agent be liable liable, for any special, indirect indirect, punitive, incidental or consequential loss losses or damage damages 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 losses or damage damages and regardless of the form of action.

Escrow Agent. The Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent undertakes shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to perform only such be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as are expressly set forth herein Escrow Agent hereunder and no in faithfully discharging its duties shall be impliedand obligations hereunder. The Escrow Agent shall have no liability under and no duty is acting as a stakeholder only with respect to inquire the Xxxxxxx Money. If there is any dispute as to whether the provisions of any agreement other than this Escrow Agreement. The Agent is obligated to deliver the Xxxxxxx Money or as to whom the Xxxxxxx Money is to be delivered, the Escrow Agent may rely upon refuse to make any delivery and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished may continue to it hereunder and believed by it to be genuine and to have been signed or presented hold the Xxxxxxx Money until receipt by the proper party Escrow Agent of an authorization in writing, signed by Contributors and LMP, directing the disposition of the Xxxxxxx Money, or, in the absence of such written authorization, the Escrow Agent may hold the Xxxxxxx Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or partiesa proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Xxxxxxx Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be under reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the Xxxxxxx Money. Upon making delivery of the Xxxxxxx Money in any of the manners herein provided, the Escrow Agent shall have no duty to inquire into further liability or investigate the validity, accuracy or content of any such documentobligation hereunder. The Escrow Agent shall have no duty to solicit any payments which may be due it or execute the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by Receipt attached hereto as Exhibit F in order to confirm that it in good faith except to has received the extent that a court of competent jurisdiction determines that Xxxxxxx Money and is holding the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it same on deposit in accordance with the advice provisions hereof. Following written notice from either Party setting forth the identity of the Party to whom such Xxxxxxx Money (or opinion portions thereof) are to be disbursed and further setting forth the specific section or paragraph of any this Agreement pursuant to which the disbursement of such counselXxxxxxx Money (or portions thereof) are being requested, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as disburse such Xxxxxxx Money pursuant to its duties or rights hereunder or shall receive instructionssuch notice; provided, claims or demands from any party hereto whichhowever, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the that Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever shall (including but not limited to lost profits), even if 1) promptly notify the counterparty that Escrow Agent has been advised of the likelihood received a request for disbursement, and (2) withhold disbursement of such loss Xxxxxxx Money for a period of fifteen (15) business days after receipt of such notice of disbursement and if Escrow Agent receives within said fifteen (15) business day period either (A) a written notice from the party that submitted the request for disbursement which notice countermands the earlier notice of disbursement, or damage (B) a written notice from the other party that conflicts with the request for disbursement given by the party submitting such request, then Escrow Agent shall withhold such disbursement until the parties can agree upon a disbursement of such Xxxxxxx Money. The Parties shall send to the other Parties, in each case pursuant to Section 13(d) herein, a duplicate copy of any written notice sent to Escrow Agent and regardless of the form of actionrequesting any such disbursement or countermanding a request for disbursement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to either of the Issuer or DepositorParties. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personspersons except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either of the Parties. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. The Escrow Agent may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The parties hereto other than the Escrow Agent agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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. Escrow Agent may rely on the validity, accuracy and content of the statements contained any written notice, document, instruction, or request furnished to it hereunder by Party A and Party B without further investigation, inquiry or examination. For the avoidance of doubt, the Escrow Agent shall have no liability with respect to any provisions of this Escrow Agreement which set forth obligations or limitations of liability that the other parties to this Esrcrow Agreement have to each other. The Escrow Agent shall have no obligation to investigate, inquire, examine or assist in any manner whatsoever, the parties' compliance with the terms of this Escrow Agreement that incorporate by reference provisions of the Purchase Agreement that apply to the other parties' obligations or limitations of liability to each other that do not relate to obligations of the Escrow Agent under this Escrow Agreement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein Agent's responsibility and no duties liability under this Agreement shall be impliedlimited as follows: (a) the Escrow Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Issuers or the Trustee; (b) the Escrow Agent shall have no responsibility to the Issuers or the holders of the Notes or the Trustee from time to time as a consequence of performance or nonperformance by the Escrow Agent hereunder, except for any gross negligence or wilful misconduct of the Escrow Agent; (c) the Issuers shall remain solely responsible for all aspects of the Issuers' business and conduct; and (d) the Escrow Agent is not obligated to supervise, inspect or inform the Issuers or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Temporary Cash Investments held by it hereunder, including, without limitation any liability for any delay not resulting from gross negligence or wilful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall have no liability under and no duty be entitled to inquire as rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Issuers or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any agreement other than this Escrow Agreementfact stated therein or the propriety or validity of service thereof. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting act in reliance upon any written notice, instruction instrument comporting with the provisions of this Agreement or request furnished to it hereunder and signature believed by it to be genuine and may assume that any person purporting to have give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been signed or presented by the proper party or partiesduly authorized to do so. The Escrow Agent shall be under no duty may act pursuant to inquire into or investigate the validity, accuracy or content advice of counsel chosen by it with respect to any such document. The Escrow Agent shall have no duty matter relating to solicit any payments which may be due it or this Agreement and (subject to clause (b) of the Escrow Fund. The Escrow Agent first paragraph of Section 4) shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any accordance with such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itadvice. The Escrow Agent shall not be liable for anything donecalled upon to advise any party as to selling or retaining, suffered or omitted in good faith by it in accordance taking or refraining from taking any action with the advice or opinion of respect to, any such counsel, accountants securities or other skilled personsproperty deposited hereunder. In the event that of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, the Escrow Agent shall be uncertain as entitled to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict refuse to comply with any of and all claims, demands or instructions with respect to such funds or property, and the provisions of this Escrow AgreementAgent shall not be or become liable for its failure or refusal to comply with conflicting claims, it demands or instructions. The Escrow Agent shall be entitled to refrain from taking refuse to act until either any action and its sole obligation conflicting or adverse claims or demands shall be to keep safely all property held in escrow until it shall be directed otherwise in writing have been finally determined by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything jurisdiction or settled by agreement between the conflicting claimants as evidenced in this Escrow Agreement a writing, satisfactory to the contrary notwithstandingEscrow Agent, in no event shall or the Escrow Agent be liable for special, indirect shall have received security or consequential loss or damage of any kind whatsoever (including but not limited an indemnity satisfactory to lost profits), even if the Escrow Agent has been advised sufficient to save the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the likelihood Escrow Agent may deem necessary. No provision of such loss this Agreement shall require the Escrow Agent to expend or damage and regardless risk its own funds or otherwise incur any financial liability in the performance of the form any of actionits duties hereunder.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duties, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind, and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to the extent that Escrow Agent's gross negligence or willful misconduct was the cause of any direct loss to any Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents and shall be responsible for the actions of any such parties appointed with due care. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent's judgment conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to (a) refrain from taking any action until it shall be given (i) a Joint Written Direction which eliminates such conflict or (ii) a court order issued by a court of competent jurisdiction or a decision by an arbitrator (it being understood that the Escrow Agent shall be entitled conclusively to rely and act upon any such court order or arbitration decision and shall have no obligation to determine whether any such court order or arbitration decision is final, or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The , including, without limitation, the Escrow Share Deposit, nor shall Escrow Agent shall not be liable for have any action taken duty or omitted by it in good faith except obligation to confirm or verify the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence accuracy or willful misconduct was the primary cause correctness of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult amounts deposited with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. 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. Escrow Agent shall be under no obligation to inquire into, and shall not be liable for, any Losses (as defined below) incurred by Seller, Company, the Bonus Executives or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid shares of stock, or shares of stock which otherwise is not freely transferable or deliverable without encumbrance in any relevant market. Escrow Agent may, with respect to questions of law, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Escrow Agent shall not be responsible for the acts or omissions of any transfer agent or depositary that holds, controls, transfers or otherwise deals with the Company Common Stock. Escrow Agent is authorized to supply any information regarding the escrow account which is required by any law or governmental regulation now or hereafter in effect.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Borrower or Depositorthe Lenders. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duties, shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Business Combination Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. Notwithstanding the terms of any other agreement other than between the Parties, the terms and conditions of this Agreement will control the actions of Escrow AgreementAgent. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction Joint Release Instruction or request Final Determination furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by an Authorized Representative of the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized representative’s forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsFunds. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by a Joint Release Instruction or Final Determination. The Escrow Agent may interplead all of the other parties hereto or by a final order or judgment of assets held hereunder into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent will 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 fraud, gross negligence or willful misconduct was the cause of any EAST\177140163.5 direct loss to either Party. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute (other than a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect indirect, punitive, incidental or consequential loss losses or damage damages 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 losses or damage damages and regardless of the form of action.

Escrow Agent. The (a) Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any requirement to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, in its opinion, which conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to (i) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or by a final court order or judgment of a court of competent jurisdiction(ii) file an action in interpleader. Anything in this Escrow Agreement Agent shall have no duty to solicit any payments which may be due it or the contrary notwithstandingEscrowed Funds, in no event nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. (a) Limitation of the Escrow Agent's Liability; ------------------------------------------- Responsibilities of the Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein Agent's responsibility and no duties ------------------------------------ liability under this Agreement shall be impliedlimited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Company or the Trustee; (ii) the Escrow Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as a consequence of performance or nonperformance by the Escrow Agent hereunder, except for any gross negligence or willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Temporary Cash Investments held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall have no liability under and no duty be entitled to inquire as rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any agreement other than this Escrow Agreementfact stated therein or the propriety or validity of service thereof. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting act in reliance upon any written notice, instruction instrument comporting with the provisions of this Agreement or request furnished to it hereunder and signature believed by it to be genuine and may assume that any person purporting to have give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been signed or presented by the proper party or partiesduly authorized to do so. The Escrow Agent shall be under no duty may act pursuant to inquire into or investigate the validity, accuracy or content written advice of counsel chosen by it with respect to any such document. The Escrow Agent shall have no duty matter relating to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent this Agreement and (subject to Section 4(a)(ii)) shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any accordance with such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itadvice. The Escrow Agent shall not be liable for anything donecalled upon to advise any party as to selling or retaining, suffered or omitted in good faith by it in accordance taking or refraining from taking any action with the advice or opinion of respect to, any such counsel, accountants securities or other skilled personsproperty deposited hereunder. In the event that of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, the Escrow Agent shall be uncertain as entitled to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict refuse to comply with any of and all claims, demands or instructions with respect to such funds or property, and the provisions of this Escrow AgreementAgent shall not be or become liable for its failure or refusal to comply with conflicting claims, it demands or instructions. The Escrow Agent shall be entitled to refrain from taking refuse to act until either any action and its sole obligation conflicting or adverse claims or demands shall be to keep safely all property held in escrow until it shall be directed otherwise in writing have been finally deter- mined by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything jurisdiction or settled by agreement between the conflicting claimants as evidenced in this Escrow Agreement a writing, satisfactory to the contrary notwithstandingEscrow Agent, in no event shall or the Escrow Agent be liable for special, indirect shall have received security or consequential loss or damage of any kind whatsoever (including but not limited an indemnity satisfactory to lost profits), even if the Escrow Agent has been advised sufficient to save the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the likelihood Escrow Agent may deem necessary. No provision of such loss this Agreement shall require the Escrow Agent to expend or damage and regardless risk its own funds or otherwise incur any financial liability in the performance of the form any of actionits duties hereunder.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Merger Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund, 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. The Escrow Agent shall not be liable for have no duty or obligation to make any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage calculations 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 actionhereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining the Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability under for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent's willful misconduct or gross negligence. Escrow Agent may reasonably rely upon the written or oral directions of the Parties without verifying the accuracy thereof. Escrow Agent shall not be responsible for any defaults hereunder by any Party. Escrow Agent may consult with counsel of its own choice and no duty to inquire shall have full and complete authorization and protection for any action taken or suffered by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. In the event of an actual or potential dispute as to the rights of the Parties hereto under this Agreement, the Escrow Agent may in its sole discretion, continue to hold the Deposit until the Parties mutually agree to the release thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the Parties thereto, or it may deposit any monies and all instruments held pursuant to this Agreement in the court registry and the Parties agree to indemnify Escrow Agent from any costs and fees associated therewith, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of an account of any monies theretofore delivered out of escrow. All Parties agree that Escrow Agent shall not be liable to any Party or person whomsoever for any action taken or omitted by Escrow Agent unless due to willful misconduct or gross negligence on the part of the Escrow Agent. All of the terms and conditions in connection with Escrow Agent's duties and responsibilities and the rights of Seller, Buyer and any lender or anyone else, are contained in this instrument, and the Escrow Agent is not required to be familiar with the provisions of any agreement other than this Escrow Agreementinstrument or agreement, and shall not be charged with any responsibility or liability in connection with the observance or non-observance by anyone of the provisions of any other such instrument or agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from protected in acting upon any written notice, instruction paper or request furnished other document which may be submitted to it Escrow Agent in connection with its duties hereunder and which is believed by it Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent parties and shall have no duty liability or responsibility with respect to solicit any payments which may be due it the form, execution or the Escrow Fundvalidity thereof. The Escrow Agent shall not be liable for required to institute or defend any action taken or omitted by legal process involving any matter referred to herein which in any manner affects it in good faith except to the extent that a court of competent jurisdiction determines that the or Escrow Agent’s gross negligence 's duties or liabilities hereunder unless or until required to do so by the Buyer or Seller, and then only upon receiving full indemnity in an amount and of such character as Escrow Agent shall require, against any and all claims, liabilities, judgments, attorneys' fees and other expenses of every kind in relation thereto, except in the case of Escrow Agent's own willful misconduct was the primary cause of any loss to the Issuer or Depositorgross negligence. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered bound in any way or omitted in good faith affected by it in accordance with the advice or opinion any notice of any such counselmodification, accountants cancellation, abrogation or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions rescission of this Escrow Agreement, it shall be entitled or any fact or circumstance affecting or alleged to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of affect the other parties hereto rights or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage liabilities of any kind whatsoever (including but not limited to lost profits)other persons, even if the unless Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionreceived written notice satisfactory to Escrow Agent signed by all Parties to this Agreement.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder hereunder, or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Funds, including, without limitation, the Escrow Deposit 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. The Parties grant to the Escrow Agent a lien and security interest in the Funds in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to the Escrow Agent 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; provided, however, that the foregoing shall not apply to the extent such losses or damage is caused by fraud on the part of Escrow Agent.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Merger Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 13 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence Amount or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselFund Additions, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to shall perform only such duties as are expressly set forth herein in this Agreement and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement and the Confidentiality Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon in accordance with any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or partiesparties hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund; provided that in the event there is any Escrow Distribution, the Escrow Agent shall take reasonable efforts to collect any such payments or distributions. Any such collections shall be subject to Escrow Agent’s usual collection practices. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith faith, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through reputable and authorized agents or attorneys who are also bound by the Confidentiality Agreement (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be reasonably selected and retained by it. The Escrow Agent shall not be liable for anything reasonably done, suffered or omitted in good faith by it in accordance with the written advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto the Depositor which, in its opinionopinion (with the advice of its legal counsel), conflict with any of the provisions of this Escrow Agreement, it shall be entitled contact the Depositor to refrain from taking any action clarify the same and its sole obligation shall be to keep safely and in accordance with this Agreement all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto Depositor or by a final order or judgment of a court of competent jurisdiction. In the event of any dispute between or conflicting claims by or among the Depositor and/or any other person or entity with respect to any Escrow Fund, Escrow Agent shall be entitled, in its reasonable discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Fund so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to the Depositor for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its reasonable discretion, either (i) such conflicting or adverse claims or demands (other than any claims or demands to which the Escrow Agent is a party) shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall have received security or an indemnity reasonably satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Escrow Agent may, in addition, elect, in its reasonable discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its reasonable discretion, necessary. The costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed an obligation of, the Depositor. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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; provided that the Escrow Agent shall remain liable for all such losses or damages arising out of the Escrow Agent’s gross negligence or act(s) of willful misconduct.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or partiesIssuer and Depositor. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to (i) refrain from taking any action and its sole obligation shall be to keep other than keeping safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto Issuer and the Depositor or by a final order or judgment of a court of competent jurisdiction, or (ii) deliver the Escrow Fund to a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be due it or disregarded by the Escrow FundAgent. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence negligence, fraud or willful misconduct (including, with respect to tax matters, the intentional and willful disregard of a reporting requirement as specified in Section 2(b) hereof was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, conflict Escrow Agent’s judgment in good faith conflicts with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such ambiguity or conflict or (ii) a Court Order (such Court Order will be accompanied by the documentation referenced in Section 3(b)(ii) above) (it being understood that the Escrow Agent shall be entitled conclusively to rely and act upon any such documentation referenced in Section 3(b)(ii) and shall have no obligation to review such Court Order or determine whether any such Court Order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Amount 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. The Parties grant to Escrow Agent a final lien and security interest in the Fund in order to secure any indemnification obligations of the Parties or judgment of a court of competent jurisdictionobligation for fees or expenses owed to Escrow Agent hereunder. Anything in this Escrow Agreement to the contrary notwithstanding, except to the extent of Escrow Agent’s fraud or willful misconduct, 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.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of the Underlying Agreement or any other agreement, instrument or document between the Parties, in connection herewith, if any, nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any Underlying Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Underlying Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to the provisions Agreement, or any other agreement among the Parties, the terms and conditions of any agreement other than this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross 's negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement and any ancillary agreements thereto (other than this Agreement) (collectively, the “Underlying Agreements”), nor shall the Escrow Agent be required to determine if any person or entity has complied with any Underlying Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Underlying Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any schedule or exhibit attached to this Agreement, on the one hand, and any Underlying Agreement or any other agreement among the Parties, on the other hand, in any such case with respect to the duties and obligations of the Escrow Agent (but not with respect to the duties and obligations of the Parties), the terms and conditions of this Agreement and any schedule or exhibit attached to this Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder 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 to any Party, any beneficiary or presented by any other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the proper party transfer or partiesdistribution of the Escrow Amount, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionAccount.

Escrow Agent. The Escrow Agent undertakes agrees to perform only such duties hold the Escrow Funds as provided herein until the Escrow Funds are expressly to be distributed as set forth herein and no duties shall be impliedabove. The parties hereto agree as follows with respect to the rights, duties, liabilities, privileges and immunities of the Escrow Agent; (1) Escrow Agent shall have no liability under is not a party to, and no duty to inquire as to the provisions is not bound by, or charged with, notice of any agreement other than out of which this Escrow Agreement. The escrow arrangement may arise; (2) the Escrow Agent may rely upon is acting as a depository only and shall is not responsible or liable in any manner for the sufficiency, correctness, genuiness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution thereof, or for the identity or authority of any person executing this agreement or depositing the Escrow Funds with the Escrow Agent; (3) the Escrow Agent will be liable for acting or refraining from protected when acting upon any written notice, instruction request, waiver, consent, certificate, receipt, authorization, power of attorney or request furnished to it hereunder and believed by it to be genuine and to have been signed other paper or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments document which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was , in good faith, believes to be genuine; (4) the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute consult with legal counsel in the event of any dispute or question as to the construction of any of its powers and perform any of the provisions hereof or its duties hereunder directly or through agents or attorneys (hereunder, and it shall incur no liability and shall be liable only for fully protected in acting in accordance with the careful selection opinion and instructions of any such agent or attorneycounsel; (5) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The the Escrow Agent shall not be liable for anything doneit, suffered or omitted acting in good faith faith, may do or refrain from doing in connection with this Agreement, including errors of judgment unless caused by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsits own wilful misconduct. In the event that of any disagreement with respect to the Escrow Funds or the distribution thereof, the Escrow Agent may, at its option, refuse to comply with any claims or demands made during such disagreement, and may refuse to deliver the Escrow Funds until such disagreement is resolved to the satisfaction of the Escrow Agent, and the Escrow Agent shall not be uncertain as liable to any party or any other person due to its duties or rights hereunder or shall receive instructions, failure to comply with any such claims or demands from any party hereto whichmade during such a disagreement. EACH OF XXXXXX AND GEED, in its opinionAND THEIR SUCCESSORS AND ASSIGNS, conflict with any of the provisions of this Escrow AgreementHEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE ESCROW AGENT, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstandingITS SHAREHOLDERS, in no event shall the Escrow Agent be liable for specialDIRECTORS, indirect or consequential loss or damage of any kind whatsoever OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (including but not limited to lost profits)THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionLOSSES, DAMAGES, CAUSES OF ACTION, SUITS, OBLIGATIONS AND LIABILITIES OF EVERY KIND (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS FEES) (A "CLAIM") WHICH MAY ARISE FROM OR BE RELATED TO THIS AGREEMENT, THE ESCROW FUNDS, OR ANY ACTION OR INACTION CONTEMPLATED HEREBY OR ANY AND ALL MATTERS OR EVENTS RELATED THERETO, WHETHER CAUSED OR ALLEGED TO BE CAUSED, IN WHOLE OR IN PART, FROM THE SOLE, JOINT, CONCURRENT, COMPARATIVE OR GROSS NEGLIGENCE, EITHER ACTIVE OR PASSIVE, OF ANY INDEMNIFIED PARTY.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with the Merger Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of the Merger Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement other than among the Parties, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty or obligation to solicit any payments which may be due it confirm or verify the Escrow Fund. The Escrow Agent shall not be liable for any action taken accuracy or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause correctness of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult amounts deposited with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionhereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or in connection with the Escrow FundShares. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Buyer or DepositorSeller. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than this Escrow Agreementagreement. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by a Party believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositora Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itagents. The Escrow Agent shall not have no duty to solicit any payments which may be liable for anything done, suffered or omitted in good faith by due it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that nor shall the Escrow Agent shall be uncertain as have any duty or obligation to its duties confirm or rights hereunder verify the accuracy or shall receive instructions, claims or demands from correctness of any party hereto which, in its opinion, conflict amounts deposited with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. 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.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent has no knowledge of, nor any requirement to comply with, the terms and conditions of any other agreement, instrument or document (other than the joint written instructions described herein) between the Parties, nor shall have no liability under Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and no duty to inquire as conditions of this Agreement shall control to the provisions extent of any agreement other than this such conflict between the Escrow AgreementAgent and the Parties; provided, however, that the terms and conditions of the Purchase Agreement shall control as between the Parties. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents its affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, reasonable opinion conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to (a) refrain from taking any action associated therewith and its sole obligation thereafter shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or by a final court order or judgment (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of a court of competent jurisdictionany amounts deposited with it hereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent or the Parties be liable hereunder for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) (collectively, “Consequential Damages”), even if the Escrow Agent has or the Parties, as applicable, have been advised of the likelihood of such loss or damage and regardless of the form of action; provided, however, that nothing contained in the preceding sentence shall excuse the Parties from their obligations to indemnify the Escrow Agent for any Consequential Damages paid by the Escrow Agent to a third-party and as otherwise set forth in Section 7 of this Agreement.

Escrow Agent. The Escrow Agent undertakes shall hold all deposits or other sums delivered in escrow in connection with this Agreement (collectively the “Escrow Funds”), if any are delivered, in an XXXX account and shall not be liable to perform anyone for any damages, loss or expense incurred as a result of any act or omission of Escrow Agent, unless such damage, loss or expense is caused by Escrow Agent’s willful misconduct, gross negligence, or fraud. Accordingly, and without limiting the foregoing, Escrow Agent shall not incur any such liability with respect to: (i) any action taken or omitted; or (ii) any action taken or omitted in reasonable reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and as to the validity and effectiveness of such duties instrument, but also as are expressly set forth herein to the truth and no duties shall be impliedaccuracy of any information contained therein. The Escrow Should any issue or dispute arise, Xxxxxx Agent shall have no liability under to any Party hereto for retaining dominion and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or control over the Escrow Fund. The Escrow Agent shall not be liable for any action taken Funds until such issue is resolved by: (i) mutual agreement of the Parties; or omitted (ii) final order, decree or judgment by it in good faith except to the extent that a court of competent jurisdiction determines that jurisdiction. In no event shall Escrow Agent be under any duty whatsoever to institute or defend such proceeding. The Parties agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all costs, loss, damage, disbursement, liability, and expense, including reasonable attorneys’ fees and costs, which may be imposed upon or incurred by Escrow Agent hereunder, or in connection with the performance of its duties hereunder, including any litigation arising out of this escrow, or involving the subject matter hereof, except only costs, losses, claims, damages, disbursements, liabilities and expenses arising out of Escrow Agent’s gross negligence acts or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only omissions for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that which the Escrow Agent shall be uncertain as to its duties is adjudicated of having acted with willful misconduct, gross negligence, or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or fraud by a final decree, order or judgment of a court of competent jurisdictionjurisdiction from which no appeal is taken within the applicable appeals period. Anything in this Escrow Agreement to the contrary notwithstanding, in At no event time shall the Escrow Funds be the property of Escrow Agent. Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited is a party to lost profits), even if this Agreement solely with respect to the provisions relating to the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionFunds.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than this Escrow Agreementagreement. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by any Directing Party believed by it to be genuine and to have been signed or presented by the proper party or parties. The such Directing Party(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. 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 Escrow Agent's gross negligence or willful misconduct was the cause of any direct loss to Depositor, Supporting TruPS Holders, and Supporting Management Parties. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent Funds, including, without limitation, the Deposit nor shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as have any duty or obligation to its duties confirm or rights hereunder verify the accuracy or shall receive instructions, claims or demands from correctness of any party hereto which, in its opinion, conflict amounts deposited with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. 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.

Escrow Agent. The Escrow Agent undertakes may become a party to perform only this Agreement ------------ at any time after the Escrow Agent is selected in accordance with this Agreement by providing written notice to such duties as are expressly set forth herein and no duties shall be impliedeffect to each of the parties to this Agreement. The Escrow Agent shall have neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document in connection herewith other than the Senior Loan Documents and Subordinate Loan Documents and shall be required to act in respect of the Cash Collateral only as provided in this Agreement. This Agreement sets forth all the obligations of the Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder. The Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the gross negligence or willful misconduct of the Escrow Agent. Borrower hereby agrees to indemnify Escrow Agent and no duty to inquire hold Escrow Agent harmless from any loss, cost, liability or expense incurred by Escrow Agent as a result of this Agreement or the performance of Escrow Agent's obligations hereunder, except to the provisions of any agreement other than this extent caused by Escrow AgreementAgent's gross negligence or willful misconduct. The Escrow Agent may rely upon consult with counsel of its choice and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was Agent in accordance with the primary cause advice of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donebound by any modification, suffered cancellation or omitted rescission of this Agreement unless in good faith writing and signed by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as Agent. Each of the parties to its duties this Agreement hereby covenants and agrees to execute and deliver any further documentation or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict amendments to this Agreement (provided that such amendments are not inconsistent with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing ) reasonably requested by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited as a condition 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 actionacting with respect to this Agreement.

Escrow Agent. 5.1. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the agency agreement other than contemplated by that engagement letter dated as of June 24, 2009 by and among the Issuer, Canaccord and Bolder (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement and those of the Underlying Agreement or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Fund nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes hereby agrees to perform only such duties as are expressly set forth herein hold, keep and no duties shall be implieddeliver the Xxxxxxx Money in accordance with the terms and conditions of this Agreement. The Escrow Agent shall have no liability under not be entitled to any fees or other compensation for its services as Escrow Agent hereunder. Escrow Agent shall be liable only to hold the Xxxxxxx Money and no duty to inquire as deliver same to the parties named herein in accordance with the provisions of any agreement other than this Escrow Agreement. The , it being expressly understood that by its execution of this Agreement, Escrow Agent may rely upon is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for acting any damages, losses or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to expenses unless same shall be genuine and to have been signed or presented caused by the proper party gross negligence or partieswillful malfeasance of Escrow Agent. The In the event of any disagreement among any of the parties to this Agreement, or among them or any of them and any other person, resulting in adverse claims and demands being made in connection with or for any property involved herein or affected hereby, Escrow Agent shall be under entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no duty to inquire into delivery or investigate the validity, accuracy or content other disposition of any property then held by it under this Agreement, and in so doing Escrow Agent shall not become liable in any way for such document. The refusal, and Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the property involved herein or affected hereby or (ii) all differences shall have been adjusted by agreement and Escrow Agent shall have no duty to solicit any payments which may be due it or been notified in writing of such agreement signed by the Escrow Fundother parties hereto. The Further, the Escrow Agent shall not be liable for have the right at any action taken or omitted by it in good faith except time after a dispute between Seller and Purchaser has arisen, to pay the extent that a Xxxxxxx Money into any court of competent jurisdiction determines that for payment to the appropriate party, whereupon Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties 's obligations hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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 actionterminate.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Put Option Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Put Option Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow FundDEPOSIT 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. The Escrow Agent shall not be liable for have no duty or obligation to make any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage calculations 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 actionhereunder.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than this Escrow Agreementagreement. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or negligence, willful misconduct or fraud was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder hereunder, or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Deposit 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. The Parties grant to Escrow Agent a lien and security interest in the Escrow Fund in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to the Escrow Agent 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Investor Rights Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Joint Release Instruction furnished to it hereunder and believed by it to be genuine and to have been signed or and presented by the proper party Party or partiesParties, except in the event of Escrow Agent’s fraud, gross negligence or willful misconduct. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsEscrowed Property. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by a Final Determination. The Escrow Agent may, after 10 days’ notice to the Parties of intention to do so, interplead all of the other parties hereto or by a final order or judgment of assets held hereunder into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection at its sole cost and expense in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall have no liability or obligation for any action taken in good faith with respect to the Escrowed Property except for the Escrow Agent’s fraud, willful misconduct or gross negligence. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any special, 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are specifically and expressly set forth herein and no duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation, the Purchase Agreement (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any Person has complied with any such agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreement, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Underlying Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction document, instruction, request or request other instrument furnished to it hereunder hereunder, not only as to its due execution, validity and believed by it effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent reasonably believes to be genuine and to have been signed or presented by the proper party or parties, without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. Concurrent with the execution of this Escrow Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Annex I to this Escrow Agreement. The Escrow Agent shall not be liable to any Party, any beneficiary or other Person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 14 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 15. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. Escrow Agent shall not be responsible or liable in any manner for the performance by any party of their respective obligations under the Underlying Agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of any party to honor any of the provisions of this Escrow Agreement. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund, including, without limitation, the Escrow Amount 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. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted by it in good faith except to the extent that a court Final Order of competent jurisdiction a Competent Court determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either of the Issuer or DepositorParties. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Fund in accordance with the terms of this Escrow Agreement. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates, agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons Persons to be selected and retained by it, including without limitation in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto. The Escrow Agent shall not incur no liability and shall be liable fully indemnified from any liability whatsoever for anything done, suffered or omitted in good faith by it in accordance with with, or in reasonable reliance upon, the advice or opinion of any such counsel, accountants or other skilled personsPersons. In Party A shall promptly pay, upon demand, the event that the reasonable fees and expenses of any such counsel. Escrow Agent shall have no liability or responsibility to question or determine the accuracy or reasonableness of any Claimed Amount. Escrow Agent shall not be uncertain as obligated to its duties take any legal action or rights commence any proceeding in connection with the Escrow Fund, any account in which Escrow Fund is deposited, this Escrow Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. If, at any time, (i) there shall exist any dispute involving any of the Parties, Party A Representative and/or Party B Representative with respect to the holding or disposition of any portion of the Escrow Fund or any other obligations of Escrow Agent hereunder or Escrow Agent shall receive instructions, claims or demands from any party hereto whichParty which the Escrow Agent determines, in its opinionsole discretion, conflict with any of the provisions provision of this Escrow Agreement, it (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Fund or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) Party A Representative and Party B Representative have not within 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (1) suspend the performance of any of its obligations (including without limitation any disbursement obligation) under this Escrow Agreement until such dispute or uncertainty shall be entitled resolved to refrain from taking the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (2) petition (by means of an interpleader action or any action other appropriate method) any Competent Court, for instructions with respect to such dispute or uncertainty, and its sole obligation to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such Competent Court, the entire Escrow Fund. Escrow Agent shall have no liability to any Party or any other individual or entity with respect to any suspension of performance or disbursement into a Competent Court, specifically including any liability or claimed liability that may arise, or be alleged to keep safely all property have arisen, out of or as a result of any delay in the disbursement of funds held in escrow until it shall be directed otherwise the Escrow Fund or any delay in writing by all or with respect to any other action required or requested of the other parties hereto or by a final order or judgment of a court of competent jurisdictionEscrow Agent. 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. Escrow Agent may rely on the validity, accuracy and content of the statements contained any written notice, document, instruction, or request furnished to it hereunder by Party A and Party B without further investigation, inquiry or examination.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein in this Section 2.21 and in the Aleris Increase Joinder Amendment, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. The Escrow Agent shall not have no liability under and no any duty to inquire take any discretionary action or exercise any discretionary powers. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply, in its capacity as Escrow Agent, with, the terms and conditions of any other agreement, instrument or document between or among any Loan Party and any Lender, in connection herewith or otherwise, including any other Loan Document and including the Aleris Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, except to the extent such provisions of any agreement other than are repeated in this Escrow AgreementSection 2.21 or in the Aleris Increase Joinder Amendment. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Escrow Drawdown Request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or and presented by the proper party or partiesDesignated Company. On the Aleris Increase Joinder Effective Date, the Designated Company shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A to the Aleris Increase Joinder Amendment. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments from any Person which may be due to it or in respect of the Escrow Fund. The Escrow Agent shall not be liable for Escrowed Term Loans, interest, or any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers applicable fees (including arranger and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personscommitment fees). In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto Person which, in its opinion, conflict with any of the provisions of this Escrow AgreementSection 2.21 or the Aleris Increase Joinder Amendment, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property the Escrowed Amounts held in escrow until it shall be directed otherwise in writing by given a joint direction from the Loan Parties and the Aleris Incremental Term Lenders. The Escrow Agent may interplead all of the other parties hereto or by a final order or judgment of Escrowed Amounts into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or under the Aleris Increase Joinder Amendment or its duties hereunder or thereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrowed Amounts except for the Escrow Agent’s willful misconduct or gross negligence. To the extent practicable, the Loan Parties and the Aleris Incremental Term Lenders agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement or the Aleris Increase Joinder Amendment to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any (x) damages, losses or expenses arising out of the services provided hereunder or under the Aleris Increase Joinder Amendment other than damages, losses or expenses which result from the Escrow Agent’s willful misconduct or gross negligence, or (y) special, 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. Should the Escrow Agent become liable for (i) the payment of any Taxes, including withholding taxes related to any Escrowed Term Loans or any other funds held by it in the Escrow Account, and including interest and penalties thereon, or (ii) any payment made hereunder, the Loan Parties agree, jointly and severally, to reimburse the Escrow Agent for such Taxes, interest, penalties and other amounts upon demand. Without limiting the foregoing, the Escrow Agent shall be entitled to deduct such Taxes, interest and penalties from the Escrowed Amounts prior to its release of the Escrowed Amounts in accordance with this Section 2.21.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein in this Section 2.21 and in the Aleris Increase Joinder Amendment, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. The Escrow Agent shall not have no liability under and no any duty to inquire take any discretionary action or exercise any discretionary powers. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply, in its capacity as Escrow Agent, with, the terms and conditions of any other agreement, instrument or document between or among any Loan Party and any Lender, in connection herewith or otherwise, including any other Loan Document and including the Aleris Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, except to the extent such provisions of any agreement other than are repeated in this Escrow AgreementSection 2.21 or in the Aleris Increase Joinder Amendment. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Escrow Drawdown Request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or and presented by the proper party or partiesDesignated Company. On the Aleris Increase Joinder Effective Date, the Designated Company shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A to the Aleris Increase Joinder Amendment. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments from any Person which may be due to it or in respect of the Escrow Fund. The Escrow Agent shall not be liable for Escrowed Term Loans, interest, or any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers applicable fees (including arranger and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personscommitment fees). In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto Person which, in its opinion, conflict with any of the provisions of this Escrow AgreementSection 2.21 or the Aleris Increase Joinder Amendment, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property the Escrowed Amounts held in escrow until it shall be directed otherwise in writing by given a joint direction from the Loan Parties and the Aleris Incremental Term Lenders. The Escrow 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Agent may interplead all of the other parties hereto or by a final order or judgment of Escrowed Amounts into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or under the Aleris Increase Joinder Amendment or its duties hereunder or thereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrowed Amounts except for the Escrow Agent’s willful misconduct or gross negligence. To the extent practicable, the Loan Parties and the Aleris Incremental Term Lenders agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement or the Aleris Increase Joinder Amendment to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any (x) damages, losses or expenses arising out of the services provided hereunder or under the Aleris Increase Joinder Amendment other than damages, losses or expenses which result from the Escrow Agent’s willful misconduct or gross negligence, or (y) special, 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. Should the Escrow Agent become liable for (i) the payment of any Taxes, including withholding taxes related to any Escrowed Term Loans or any other funds held by it in the Escrow Account, and including interest and penalties thereon, or (ii) any payment made hereunder, the Loan Parties agree, jointly and severally, to reimburse the Escrow Agent for such Taxes, interest, penalties and other amounts upon demand. Without limiting the foregoing, the Escrow Agent shall be entitled to deduct such Taxes, interest and penalties from the Escrowed Amounts prior to its release of the Escrowed Amounts in accordance with this Section 2.21.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Company and the Investors, in connection herewith, if any, including without limitation the Distribution Agreement, nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Distribution Agreement, any schedule or exhibit attached to this Agreement, or any other agreement other than among the Company and the Investors, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Company without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to the Company, any beneficiary or partiesother person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Account, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 11. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Account, including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. In performing its duties under this Agreement or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall have no liability except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties Agent’s sole responsibility shall be impliedfor the safekeeping and disbursement of the Escrow Fund in accordance with the terms of this Agreement. The Escrow Agent shall have no liability under implied duties or obligations and no duty to inquire as to the provisions shall not be charged with knowledge or notice of any agreement other than fact or circumstance not specifically set forth herein or in any notice given to it under this Escrow AgreementAgreement in accordance with Section 12. The Escrow Agent may shall be entitled to rely upon and shall not be liable for acting or refraining from protected in acting upon any written noticerequest, instruction instructions, statement or request furnished other instrument, not only as to it hereunder its due execution, validity and believed by it effectiveness, 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 and genuine, to have been signed or presented by the proper party person or parties. The Escrow Agent shall be under no duty Parties purporting to inquire into or investigate sign the validity, accuracy or content of any such document. The Escrow Agent shall have no duty same and to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except conform to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in In no event shall the Escrow Agent be liable for incidental, indirect, special, indirect consequential or consequential loss punitive damages. The Escrow Agent shall not be obligated to take any legal action or damage to commence any proceeding in connection with the Escrow Fund, any account in which the Escrow Fund is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. The Escrow Agent may consult legal counsel selected by it in the event of any kind dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever (including but not limited to lost profits)in acting in accordance with the opinion or instruction of such counsel. The Purchaser and the Company, even if jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel; provided, however, the Purchaser and the Company agree that such fees and expenses shall be borne equally between the Purchaser and the Company. The Escrow Agent has been advised of shall have no obligations or responsibilities in connection with the likelihood of such loss Purchase Agreement, or damage and regardless of any other agreement between any other parties to the form of actionPurchase Agreement, other than this Agreement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation, the Merger Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments payments, which may be due it or the Working Capital Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction or arbitrator determines that the Escrow Agent’s 's bad faith, gross negligence or willful misconduct was the primary cause of any loss to Parent, the Issuer Stockholders or Depositorthe Stockholder Representative. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its reasonable opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionjurisdiction (with respect to which the time for filing an appeal or request for reconsideration has lapsed). Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. The In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, Escrow Agent undertakes will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Vendor and Purchaser jointly and severally covenant and agree from time to perform only such duties as are expressly set forth herein time and no duties shall at all times hereafter well and truly to save, defend and keep harmless and fully indemnify Escrow Agent, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be impliedput unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of Escrow Agent's compliance in good faith with the terms hereof. The In case proceedings should hereafter be taken in any court respecting the Proceeds, Escrow Agent shall will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Clause 4.2 against its costs of such proceedings. Escrow Agent will have no liability under and no responsibility in respect of loss of the Proceeds except the duty to inquire exercise such care in the safekeeping thereof as it would exercise if the Proceeds belonged to the provisions of any agreement other than this Escrow AgreementAgent. The Escrow Agent may rely upon and shall act on the advice of counsel but will not be liable responsible for acting or refraining from acting failing to act on the advice of counsel. Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of Escrow Agent will be to hold the Proceeds as herein directed and to pay and deliver the same to such persons and other such conditions as are herein set forth. Escrow Agent will not be required to pass upon the sufficiency of any written notice or direction required or described in this Agreement whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any written noticerequirement of such instruments that may be essential for their validity, instruction or request furnished but it shall be sufficient for all purposes under this Agreement insofar as Escrow Agent is concerned that the said documents are delivered to it hereunder and believed by it to be genuine and to have been signed or presented as herein specified by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsparties executing this Agreement. In the event that the Proceeds are attached, garnished or levied upon under any court order, or if the delivery of the Proceeds is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting the Proceeds or affecting any act by Escrow Agent, Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto whichmay, in its opinionsole discretion, conflict obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the provisions parties hereto or to any other person, form or corporation by reason of this such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. Except as herein otherwise provided, Escrow Agreement, it shall be entitled Agent is authorized and directed to refrain from taking any action and disregard in its sole obligation shall discretion any and all notices and warnings which may be given to keep safely all property held in escrow until it shall be directed otherwise in writing by all any of the other parties hereto or by a final order any other person, firm, association or corporation. It will, however, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. If Escrow Agent receives any written instructions contrary to the instructions contained in this Agreement, Escrow Agent may continue to hold the Proceeds until the lawful determination of the issue between the parties hereto. If written notice of protest is made by either Purchaser or Vendor to Escrow Agent to any action contemplated by Escrow Agent under this Agreement, and such notice sets out reasons for such protest, Escrow Agent may continue to hold the Proceeds until the right thereto is legally determined by a court of competent jurisdictionjurisdiction or otherwise. Anything in Escrow Agent may resign as Escrow Agent by giving not less than 30 days' notice thereof to Purchaser and Vendor. Purchaser and Vendor may terminate Escrow Agent by giving not less than 30 days' notice to Escrow Agent. The resignation or termination of Escrow Agent will be effective and Escrow Agent will cease to be bound by this Agreement on the date that is 30 days after the date of receipt of the termination notice given hereunder or on such other date as Escrow Agent, Purchaser and Vendor may agree upon. All indemnities granted to Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of Escrow Agent. Notwithstanding anything herein to the contrary, Escrow Agent may act upon any written instructions given jointly by Vendor and Purchaser. Notwithstanding anything to the contrary notwithstandingcontained herein, in no the event shall of any dispute arising between Purchaser and Vendor with respect to the Proceeds, this Agreement, the Convertible Debenture or the Private Placement Subscription Agreement, Escrow Agent may in its sole discretion deliver and interplead the Proceeds into court and such delivery and interpleading will be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited an effective discharge to lost profits), even if the Escrow Agent. It is understood that in addition to acting as Escrow Agent has been advised hereunder, Escrow Agent is also acting as solicitor for the Purchaser in this transaction and the parties have requested that Escrow Agent act in this capacity. FEES Vendor will each the compensation of Escrow Agent and will reimburse Escrow Agent for any and all reasonable expenses, disbursements and advances made by Escrow Agent in the likelihood performance of such loss its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel. The obligation of Escrow Agent to deliver the Proceeds to Purchaser or damage Vendor pursuant to the terms of this Agreement are subject to the prior payment to Escrow Agent of all its costs and regardless of the form of actionexpenses herein including reasonable compensation for acting hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundDeposit. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either of the Issuer or DepositorEscrow Parties. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. The Escrow Agent may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The parties hereto other than the Escrow Agent agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. In performing its duties hereunder or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall have no liability except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties Agent’s sole responsibility shall be impliedfor the holding, administering and disbursing the Escrow Fund in accordance with the terms hereof. The Escrow Agent shall have no liability under implied duties or obligations and no duty to inquire as to the provisions shall not be charged with knowledge or notice of any agreement other than this Escrow Agreementfact or circumstance not specifically set forth herein or in any notice given to it hereunder in accordance with Section 17. The Escrow Agent may shall be entitled to rely upon upon, and shall be protected in acting upon, any request, instructions, statement or other instrument, not be liable for acting or refraining from acting upon only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any written noticeinformation contained therein, instruction or request furnished to it hereunder and believed by it which the Escrow Agent shall in good faith believe to be genuine and genuine, to have been signed or presented by the proper party person or parties. The Escrow Agent shall be under no duty parties purporting to inquire into or investigate sign the validity, accuracy or content of any such document. The Escrow Agent shall have no duty same and to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except conform to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsprovisions hereof. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for incidental, indirect, special, indirect consequential or consequential loss punitive damages. The Escrow Agent shall not be obligated to take any legal action or damage to commence any proceeding in connection with the Escrow Fund, any account in which the Escrow Fund is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. The Escrow Agent may consult legal counsel selected by it in the event of any kind dispute or question as to the construction of any of the provisions hereof or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever (including but not limited in acting in accordance with the advice of such counsel. Except as otherwise provided in Section 11, REIT and WAS I shall jointly and severally agree to lost profits)pay, even if upon demand, the reasonable fees and expenses of any such counsel; provided, however, that solely between themselves REIT and WAS I agree that such fees and expenses shall be borne equally between REIT and WAS I. The Escrow Agent has been advised shall not be required to take notice of and shall have no obligations or responsibilities in connection with the likelihood of such loss Merger Agreement or damage and regardless of the form of actionPledge Agreement, or any other agreement between any other parties to the Merger Agreement, other than this Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred 1 The amount will equal the “Average Closing Price” determined in accordance with the Merger Agreement. from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement among the Parties, the terms and conditions of this Agreement shall control only in connection with any matter related to the provisions of any agreement other than this Escrow AgreementAgent. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Asset, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 10. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Asset nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which that may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorCompany, the Purchasers and/or the Placement Agent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto whichthat, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Asset Purchase Agreement, nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any Asset Purchase Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Asset Purchase Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Asset Purchase Agreement, any schedule or exhibit attached to this Agreement, or any other agreement other than among the Parties, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that , including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event Deposit nor shall the Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness 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 actionamounts deposited with it hereunder.

Escrow Agent. The Escrow Agent undertakes to perform in good faith only such duties as are expressly set forth herein and no other duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundAccount. The Escrow Agent shall not be liable for any action taken or omitted by it under this Escrow Agreement so long as it shall have acted or omitted to act in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s and without gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its reasonable opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow the Escrow Account until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionrendered by an arbitrator. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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. In no event shall the Escrow Agent be responsible for the share certificates when not in the Escrow Agent’s possession. In the event the share certificates will need to be split, divided, or require the Escrow Agent to distribute share amounts which are not equivalent to an exact certificate amount, Mascoma and Celsys shall jointly instruct the Escrow Agent where to send the certificates.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder delivered by the Parties and reasonably and in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith in accordance herewith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be is in good faith uncertain as to whether there is some ambiguity as to its duties or rights hereunder hereunder, or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or by a final ambiguity or (ii) an order or judgment of issued by a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such order or judgment and shall have no obligation to determine whether any such order or judgment is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Deposit nor shall 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.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either of the Issuer or DepositorParties. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto either of the Parties which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be jointly directed otherwise in writing by all of the other parties hereto Parties or by a final order or judgment of a court of competent jurisdiction. The Escrow Agent may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, 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.