Common use of Agreement with Escrow Agent Clause in Contracts

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement in accordance herewith. The Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company MinnErgy that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company MinnErgy is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. MinnErgy hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company EKAE that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company EKAE is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. EKAE hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Highwater Ethanol that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company Highwater Ethanol is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. Highwater Ethanol hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company GFCEP that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company GFCEP is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. GFCEP hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company UWGP that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Deposited Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company UWGP is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. UWGP hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice execution of the Securities and Exchange Commission’s declaration of effectivenessthis Agreement. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement in accordance herewith. The Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by Prairie Creek Ethanol and Escrow Agent that acceptance by Escrow Agent of its duties under this Agreement is subject to the Company that:following terms and conditions, which Escrow Agent and Prairie Creek Ethanol hereby agree shall govern and control the rights, duties and immunities of Escrow Agent. A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice undertakes to perform such duties and only such duties as are expressly set forth herein, and no implied agreements or obligations shall be read into this Escrow Agreement against the Escrow Agent; the Escrow Agent shall not be liable except for the performance of such duties and obligations as are expressly set out in this Agreement; B. the Escrow Agent shall be responsible for its own (including its officers, directors, trustees, employees, agents or assigns) failure or inability to honor any of the Securities provisions of this Agreement or any other agreement, where such failure or inability arises as a result of bad faith, willful misconduct or gross negligence, but shall not be responsible in any manner whatsoever for any failure or inability of the Company, or of anyone else, to honor any of the provisions of this Agreement or any other agreement; C. the Company (and Exchange Commission’s declaration of effectiveness. The its successors and assigns) agrees to indemnify and hold the Escrow Agent will have no responsibility to examine the Registration Statement with regard to harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Account Agent or otherwise. B. The sole duty incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter, unless such losses, claims, damages, liabilities or expenses are the result of the bad faith, willful misconduct or gross negligence of the Escrow Agent. In addition, other than as herein specified, shall the Company agrees to pay to Escrow Agent any amounts due to it which may be to receive in excess of the interest earned on the Escrow Funds and hold them subject to disbursement in accordance herewith. The Fund; D. the Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement fully protected in tendering to acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and good faith believes to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and ; E. the Escrow Agent shall not be liable for any action error of judgment, or for any act done or step taken or omitted by it in good faith upon advice or for any mistake of such counsel.fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence; C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which F. the Escrow Agent may suffer or incur by reason seek the advice of legal counsel in the event of any actiondispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, claim and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or proceeding brought against suffered by it in good faith in accordance with the opinion of such counsel; G. the Escrow Agent arising out makes no representation as to the validity, value, genuineness or collectibility of any security, document or relating instrument delivered to it; H. no provisions of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any transaction financial liability in the performance 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 which this Agreement relates, unless such action, claim it; I. in the event that (i) any dispute shall arise between the parties with respect to the disposition or proceeding is the result disbursement of any of the gross negligence assets held hereunder or willful misconduct (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Escrow Agreement whether because of conflicting demands by the other parties hereto or otherwise, the Escrow Agent shall be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties hereto other than the Escrow AgentAgent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to same; and J. EXCEPT IN THE EVENT OF BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE ESCROW AGENT, THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company E Energy Axxxx that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company E Energy Axxxx is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. E Energy Axxxx hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Homeland Energy that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company Homeland Energy is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. Homeland Energy hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company EKAE that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company EKAE is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. EKAE hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Cardinal Ethanol that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company Cardinal Ethanol is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. Cardinal Ethanol hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to act hereunder, it is agreed by any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against the Company thatEscrow Agent. In furtherance and not in limitation of the foregoing: A. The Company will deliver a copy of the Registration Statement to (a) the Escrow Agent upon notice of the Securities shall be fully protected and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have shall incur no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty liability (other than as a result of the Escrow Agent’s gross negligence, other than as herein specified, shall be to receive material breach of the Escrow Funds Agreement or willful misconduct), in relying upon and hold them subject to disbursement in accordance herewith. The Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to acting upon any written certification, notice, instruction, direction, request, waiver, consent, receipt, communication, paper or other document that the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it believes to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, duly executed and its sole responsibility shall be to act only as expressly set forth delivered in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection accordance with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and ; (b) the Escrow Agent shall not be liable for any error of judgment, or for any action taken taken, suffered or omitted by it, or for any mistake in fact or law, or for anything that it may do or refrain from doing in connection herewith; provided, however, that notwithstanding any other provision in this Escrow Agreement, (x) the Escrow Agent shall be liable or responsible for its willful misconduct, gross negligence or material breach of this Escrow Agreement; and (y) in no event shall the Escrow Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever to any person (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage; (c) the Escrow Agent may seek the advice of legal counsel selected with reasonable care in the event of any conflicting or inconsistent claims or demands being made in connection with the subject matter of this Escrow Agreement or any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith upon in accordance with the written advice of such counsel.; C. The Company hereby indemnifies and holds harmless (d) in the event that the Escrow Agent from and against shall in any and all lossinstance, liabilityafter seeking the advice of legal counsel pursuant to paragraph (c) of this Section 6, costin good faith be uncertain as to its duties or rights hereunder or reasonably believe any ambiguity or uncertainty exists hereunder or in any notice, damage and expenseinstruction, includingdirection, without limitationrequest or other communication, reasonable counsel fees, which paper or document received by the Escrow Agent may suffer hereunder, it shall be entitled to refrain from taking any action to which such ambiguity or incur by reason of uncertainty relates and shall be fully protected and shall not be liable in any way to the Former Stakeholders, the Acquiror or the Stockholders’ Representative for refraining from taking such action, claim and its sole obligation, in addition to those of its duties hereunder as to which there is no such ambiguity or proceeding brought against uncertainty and which are not impacted by such ambiguity or uncertainty, shall be to keep safe all property held in the Escrow Funds until it shall be directed otherwise in writing by the Acquiror and the Stockholders’ Representative or by a final, nonappealable order of a court of competent jurisdiction; provided, however, in the event that the Escrow Agent arising out has not received such written direction or court order within 180 calendar days after requesting the same, it shall have the right to interplead the Acquiror and the Stockholders’ Representative in any court of competent jurisdiction and request that such court determine its rights and duties hereunder; (e) nothing in this Escrow Agreement shall be deemed to impose upon the Escrow Agent any duty to qualify to do business in any jurisdiction other than the State of Tennessee and the Escrow Agent shall not be responsible for and shall not be under a duty to examine into or relating to pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any transaction to which this Agreement relates, unless such action, claim agreement amendatory or proceeding is the result of the gross negligence or willful misconduct of supplemental hereto; and (f) the Escrow AgentAgent does not have and will not have any interest in the Escrow Funds but is serving only as escrow holder and has only possession thereof.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company GGE that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Deposited Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company GGE is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. GGE hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company GPRE that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Deposited Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company GPRE is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for Unitsthe sale of said Shares. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counselcounsel and shall be reimbursed for any legal fees related thereto. C. The Company B. GPRE hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Parties that: A. The Company will deliver a copy (a) Escrow Agent may act in reliance upon any instrument or signature furnished to it hereunder and which it, in good faith, believed to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Escrow Agent may consult with and act relative hereto upon advice of counsel of its own selection in reference to any matter connected herewith, and shall not be liable to any of the Registration Statement parties hereto, or their respective legal representatives, heirs, successors and assigns, for any action taken in good faith on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind taken or made in good faith unless caused by its willful misconduct or gross negligence. (c) This Escrow Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. (d) Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any portion or all of Escrow Funds held by or delivered to it. (e) In the event of any disagreement between or among the Parties other than Escrow Agent, or between or among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the escrow, or in the event that Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Agent upon notice may refuse, at its option, to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act. Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all Parties shall have been fully and finally adjudicated in accordance with Article XI of the Securities Acquisition Agreement or (ii) all differences shall have been adjusted and Exchange Commission’s declaration all doubt resolved by agreement among all of effectivenessthe interested persons, and Escrow Agent shall have been notified thereof in a writing signed by all such persons. Escrow Agent shall have the option, after 30 days’ notice to the other Parties of its intention to do so, to file an action in interpleader requiring the other Parties to answer and litigate any claims and rights among themselves. The rights of Escrow Agent will under this Section 6(e) are cumulative of all other rights which it may have no responsibility to examine the Registration Statement with regard to the Escrow Account by law or otherwise. B. The sole duty of the (f) Escrow Agent, other than as herein specified, shall be to receive Agent does not have and will not have any interest in the Escrow Funds but is serving only as escrow holder and hold them subject has only possession thereof. (g) Escrow Agent’s duties and responsibilities shall be determined only with reference to disbursement in accordance herewiththis Escrow Agreement. The Escrow Agent shall be under no duty to determine whether the Company is complying not charged with the requirements of this Agreement any duties or responsibilities in tendering to the Escrow Agent proceeds from sales of connection with any other document or subscriptions for Units. The agreement. (h) Escrow Agent may conclusively rely upon execute any of its powers or responsibilities hereunder either directly or by or through its agents or attorneys and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable responsible for any action taken misconduct or omitted in good faith upon advice of such counsel. C. The Company hereby indemnifies and holds harmless negligence on the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason part of any actionagent or attorney appointed with due care by it hereunder, claim provided that privity has been established between Sellers and such agents or proceeding brought against the Escrow Agent arising out attorneys or Sellers is made a third party beneficiary of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent’s rights under its Escrow Agreement therewith (and such rights shall be no less expansive than the rights of Sellers hereunder).

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Buyer and Seller that: A. The Company will deliver a copy (a) Escrow Agent may act in reliance upon any instrument or signature furnished to it hereunder and which it, in good faith, believes to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so and Escrow Agent shall have no responsibility for determining the accuracy thereof. (b) Escrow Agent may act relative hereto upon advice of counsel in reference to any matter connected herewith, and shall not be liable to any of the Registration Statement parties hereto, or their respective legal representatives, heirs, successors and assigns, for any action taken in good faith on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind taken or made in good faith unless caused by its willful misconduct or gross negligence. (c) This Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto, each of which is ministerial, and shall not be construed as fiduciary, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. (d) In the event that Escrow Agent is faced with inconsistent claims or demands of the parties, Escrow Agent may refuse to take further action until directed to do so by joint written instruction of the parties or until Escrow Agent has received a Final Determination. (e) Except as outlined in Section 6(a), the Escrow Agent upon notice of does not have and will not have any interest in the Securities Escrow Funds but is serving only as escrow holder and Exchange Commission’s declaration of effectivenesshas only possession thereof. (f) Escrow Agent's duties and responsibilities shall be determined only with reference to this Agreement. The Escrow Agent will have no responsibility to examine is not charged with any duties or responsibilities in connection with any other document or agreement (including, without limitation, the Registration Statement Asset Purchase Agreement). Escrow Agent is not charged with regard to the Escrow Account any knowledge of any other document or otherwiseagreement. B. The sole duty (g) Escrow Agent may execute any of its powers or responsibilities hereunder either directly or by or through its agents or attorneys. (h) Buyer and Seller hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder, and Buyer and Seller, jointly and severally, hereby agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or reasonable expense (including reasonable attorneys' fees and expenses) incurred by Escrow Agent, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the reasonable costs and expenses of defending itself from any claim or liability; provided, however, that Escrow Agent shall not be entitled to indemnification hereunder for losses, liabilities and expenses which arise out of the willful misconduct or negligence of Escrow Agent. Buyer and Seller agree that any payments made to Escrow Agent under the indemnification obligation in the immediately preceding sentence, whether made by Buyer and Seller or either of them, are to be borne in equal amounts by Buyer and Seller, and hereby grant to each other than as herein specifieda right of contribution to effect the same; provided, however, this sentence shall be not affect the joint and several obligations of Buyer and Seller to receive Escrow Agent under this Agreement and provided further that if Seller does not pay any amount for which it is liable pursuant to the indemnification obligations in this Section, Escrow Agent is hereby authorized and directed to withdraw such amount from any disbursement of Escrow Funds to Seller pursuant to Section 2 and hold them subject to disbursement apply such amount in accordance herewithsatisfaction of Seller's indemnification obligations. The agreements contained in the two immediately preceding sentences shall survive despite any termination of this Agreement or the resignation or removal of Escrow Agent. Escrow Agent shall not be obligated to take any legal or other action under this Agreement which might, in its sole judgment, involve expense or liability unless it shall have been furnished with an indemnity acceptable to it. Escrow Agent may, but shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance uponto, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection with this Agreement unless first indemnified which relates to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement. (i) Notwithstanding any provision herein to the contrary, and the Escrow Agent shall not be liable required to distribute Escrow Funds (or take any other action required herein for any action taken or omitted in good faith upon advice of such counsel. C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against to take) sooner than two (2) Business Days after it has received joint instructions or the required documentation, as applicable. For purposes of this Agreement, the term "Business Day" shall mean any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, day on which the Escrow Agent may suffer is open for business at its offices in St. Paul, Minnesota or incur by reason of any actionHartford, claim or proceeding brought against the Escrow Agent arising out of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow AgentConnecticut.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company East Coast that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company East Coast is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. East Coast hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Parties that: A. The Company will deliver a copy (a) Escrow Agent may act in reliance upon any instrument or signature furnished to it hereunder and which it, in good faith, believed to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Escrow Agent may consult with and act relative hereto upon advice of counsel of its own selection in reference to any matter connected herewith, and shall not be liable to any of the Registration Statement parties hereto, or their respective legal representatives, heirs, successors and assigns, for any action taken in good faith on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind taken or made in good faith unless caused by its willful misconduct or gross negligence. (c) This Escrow Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. (d) Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any portion or all of Escrow Funds held by or delivered to it. (e) In the event of any disagreement between or among the Parties other than Escrow Agent, or between or among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the escrow, or in the event that Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Agent upon notice may refuse, at its option, to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act. Escrow Agent shall be entitled to continue to so refrain from acting until (i) the rights of all Parties shall have been fully and finally adjudicated in accordance with the ESIP Agreement or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the Securities interested persons, and Exchange Commission’s declaration Escrow Agent shall have been notified thereof in a writing signed by all such persons. Escrow Agent shall have the option, after 30 days’ notice to the other Parties of effectivenessits intention to do so, to file an action in interpleader requiring the other Parties to answer and litigate any claims and rights among themselves. The rights of Escrow Agent will under this Section 6(e) are cumulative of all other rights which it may have no responsibility to examine the Registration Statement with regard to the Escrow Account by law or otherwise. B. The sole duty of the (f) Escrow Agent, other than as herein specified, shall be to receive Agent does not have and will not have any interest in the Escrow Funds but is serving only as escrow holder and hold them subject has only possession thereof. (g) Escrow Agent’s duties and responsibilities shall be determined only with reference to disbursement in accordance herewiththis Escrow Agreement. The Escrow Agent shall be under no duty to determine whether the Company is complying not charged with the requirements of this Agreement any duties or responsibilities in tendering to the Escrow Agent proceeds from sales of connection with any other document or subscriptions for Units. The agreement. (h) Escrow Agent may conclusively rely upon execute any of its powers or responsibilities hereunder either directly or by or through its agents or attorneys and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable responsible for any action taken misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder, provided that privity has been established between Sellers and such agents or attorneys or Sellers is made a third party beneficiary of Escrow Agent’s rights under its Escrow Agreement therewith (and such rights shall be no less expansive than the rights of Sellers hereunder). (i) ESIP Shareholders and the Company hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith upon advice in the performance of such counsel. C. The its duties hereunder, the Company and ESIP Shareholders, jointly and severally as to Escrow Agent, hereby indemnifies and holds harmless the agree to fully indemnify Escrow Agent from and against its directors, officers, employees and agents (“Escrow Agent Indemnified Parties”) for, and to hold each of them harmless against, any and all loss, liability, costclaim, damage or reasonable expense (including reasonable attorneys’ fees and expense, including, without limitation, reasonable counsel fees, which the expenses) incurred by Escrow Agent may suffer Indemnified Parties, arising out of or in connection with Escrow Agent entering into this Escrow Agreement and carrying out its duties hereunder, including the reasonable costs and expenses of defending itself from any claim or liability; provided, however, that Escrow Agent Indemnified Parties shall not be entitled to indemnification hereunder for losses, liabilities and expenses found by a court of competent jurisdiction to have been caused by the willful misconduct or gross negligence of Escrow Agent Indemnified Parties. Any payments made to Escrow Agent Indemnified Parties under the indemnification obligation in the immediately preceding sentence are to be borne in equal amounts by the ESIP Shareholders and the Company, and each hereby grants to the other a right of contribution to effect the same. The agreements contained in the two immediately preceding sentences shall survive despite any termination of this Escrow Agreement or the resignation or removal of Escrow Agent. (j) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any action, claim or proceeding brought against occurrence beyond the reasonable control of Escrow Agent arising out (including without limitation any act or provision of any present or relating to this Agreement future law or regulation or governmental authority, any transaction to which this Agreement relatesact of God or war, unless such action, claim or proceeding is the result unavailability of the gross negligence Federal Reserve Bank wire or willful misconduct of the Escrow Agenttelex or other wire or communication facility).

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Prairie Creek that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company Prairie Creek is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. Prairie Creek hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company FUEL that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company FUEL is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. FUEL hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to act hereunder, it is agreed by any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against the Company thatEscrow Agent. In furtherance and not in limitation of the foregoing: A. The Company will deliver a copy of the Registration Statement to (a) the Escrow Agent upon notice of the Securities shall be fully protected and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have shall incur no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty liability (other than as a result of the Escrow Agent’s gross negligence, other than as herein specified, shall be to receive material breach of the Escrow Funds Agreement or willful misconduct), in relying upon and hold them subject to disbursement in accordance herewith. The Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to acting upon any written certification, notice, instruction, direction, request, waiver, consent, receipt, communication, paper or other document that the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it believes to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, duly executed and its sole responsibility shall be to act only as expressly set forth delivered in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection accordance with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and ; (b) the Escrow Agent shall not be liable for any error of judgment, or for any action taken taken, suffered or omitted by it, or for any mistake in fact or law, or for anything that it may do or refrain from doing in connection herewith; provided, however, that notwithstanding any other provision in this Escrow Agreement, (x) the Escrow Agent shall be liable or responsible for its willful misconduct, gross negligence or material breach of this Escrow Agreement; and (y) in no event shall the Escrow Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever to any person (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage; (c) the Escrow Agent may seek the advice of legal counsel selected with reasonable care in the event of any conflicting or inconsistent claims or demands being made in connection with the subject matter of this Escrow Agreement or any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith upon in accordance with the written advice of such counsel.; C. The Company hereby indemnifies and holds harmless (d) in the event that the Escrow Agent from and against shall in any and all lossinstance, liabilityafter seeking the advice of legal counsel pursuant to paragraph (c) of this Section 6, costin good faith be uncertain as to its duties or rights hereunder or reasonably believe any ambiguity or uncertainty exists hereunder or in any notice, damage and expenseinstruction, includingdirection, without limitationrequest or other communication, reasonable counsel fees, which paper or document received by the Escrow Agent may suffer hereunder, it shall be entitled to refrain from taking any action to which such ambiguity or incur by reason of uncertainty relates and shall be fully protected and shall not be liable in any way to the Acquiror or the Company for refraining from taking such action, claim and its sole obligation, in addition to those of its duties hereunder as to which there is no such ambiguity or proceeding brought against uncertainty and which are not impacted by such ambiguity or uncertainty, shall be to keep safe all property held in the Escrow Funds until it shall be directed otherwise in writing by the Acquiror and the Company or by a final, nonappealable order of a court of competent jurisdiction; provided, however, in the event that the Escrow Agent arising out has not received such written direction or court order within 180 calendar days after requesting the same, it shall have the right to interplead the Acquiror and the Company in any court of competent jurisdiction and request that such court determine its rights and duties hereunder; (e) nothing in this Escrow Agreement shall be deemed to impose upon the Escrow Agent any duty to qualify to do business in any jurisdiction other than the State of Tennessee and the Escrow Agent shall not be responsible for and shall not be under a duty to examine into or relating to pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any transaction to which this Agreement relates, unless such action, claim agreement amendatory or proceeding is the result of the gross negligence or willful misconduct of supplemental hereto; and (f) the Escrow AgentAgent does not have and will not have any interest in the Escrow Funds but is serving only as escrow holder and has only possession thereof.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Buyer and Sellers that: A. The Company will deliver a copy (a) Escrow Agent may act in reliance upon any instrument or signature furnished to it hereunder and which it, in good faith, believes to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so and Escrow Agent shall have no responsibility for determining the accuracy thereof. (b) Escrow Agent may act relative hereto upon advice of counsel in reference to any matter connected herewith, and shall not be liable to any of the Registration Statement to parties hereto, or their respective legal representatives, heirs, successors and assigns, for any action taken in good faith on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind taken or made in good faith unless caused by its willful misconduct or gross negligence. (c) This Agreement sets forth exclusively the duties of Escrow Agent upon notice with respect to any and all matters pertinent hereto, each of which is ministerial, and shall not be construed as fiduciary, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. (d) In the event that Escrow Agent is faced with inconsistent claims or demands of the Securities and Exchange Commission’s declaration parties, Escrow Agent may refuse to take further action until directed to do so by joint written instruction of effectiveness. the parties or until Escrow Agent has received a Final Determination. (e) The Escrow Agent does not have and will not have no responsibility to examine the Registration Statement with regard to any interest in. the Escrow Account or otherwiseFunds but is serving only as escrow holder and has only possession thereof. B. The sole duty (f) Escrow Agent’s duties and responsibilities shall be determined only with reference to this Agreement. Escrow Agent is not charged with any duties or responsibilities in connection with any other document or agreement (including, without limitation, the Purchase Agreement). Escrow Agent is not charged with any knowledge of any other document or agreement. (g) Escrow Agent may execute any of its powers or responsibilities hereunder either directly or by or through its agents or attorneys. (h) Buyer and Sellers hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder, and Buyer and Sellers, jointly and severally, hereby agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or reasonable expense (including reasonable attorneys’ fees and expenses) incurred by Escrow Agent, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the reasonable costs and expenses of defending itself from any claim or liability; provided, however, that Escrow Agent shall not be entitled to indemnification hereunder for losses, liabilities and expenses which arise out of the willful misconduct or negligence of Escrow Agent. Buyer and Sellers agree that any payments made to Escrow Agent under the indemnification obligation of the preceding sentence, whether made by Buyer and Sellers or any of them, are to be borne (i) fifty (50%) percent by Buyer and (ii) fifty (50%) percent by Sellers and hereby grant to each other than as herein specifieda right of contribution to effect the same; provided, however, this sentence shall be not affect the joint and several obligations of Buyer and Sellers to receive Escrow Agent under this Agreement and provided further that if either party does not pay any amount for which it is liable pursuant to the indemnification obligations in this Section, Escrow Agent is hereby authorized and directed to withdraw such amount from any disbursement of Escrow Funds to such party pursuant to Section 2 and hold them subject to disbursement apply such amount in accordance herewithsatisfaction of such party’s indemnification obligations. The agreements contained in the two immediately preceding sentences shall survive despite any termination of this Agreement or the resignation or removal of Escrow Agent. Escrow Agent shall not be obligated to take any legal or other action under this Agreement which might, in its sole judgment, involve expense or liability unless it shall have been furnished with an indemnity acceptable to it. Escrow Agent may, but shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance uponto, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection with this Agreement unless first indemnified which relates to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement. (i) Notwithstanding any provision herein to the contrary, and the Escrow Agent shall not be liable required to distribute Escrow Funds (or take any other action required herein for any action taken or omitted in good faith upon advice of such counsel. C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against to take) sooner than two (2) Business Days after it has received joint instructions or the required documentation, as applicable. For purposes of this Agreement, the term “Business Day” shall mean any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, day on which the Escrow Agent may suffer is open for business at its offices in St. Xxxx Minnesota or incur by reason of any actionHartford, claim or proceeding brought against the Escrow Agent arising out of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow AgentConnecticut.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Parties that: A. The Company will deliver a copy (a) Escrow Agent may act in reliance upon any instrument or signature furnished to it hereunder and which it, in good faith, believed to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Escrow Agent may consult with and act relative hereto upon advice of counsel of its own selection in reference to any matter connected herewith, and shall not be liable to any of the Registration Statement parties hereto, or their respective legal representatives, heirs, successors and assigns, for any action taken in good faith on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind taken or made in good faith unless caused by its willful misconduct or gross negligence. (c) This Escrow Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. (d) Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any portion or all of Escrow Funds held by or delivered to it. (e) In the event of any disagreement between or among the Parties other than Escrow Agent, or between or among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the escrow, or in the event that Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Agent upon notice may refuse, at its option, to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act. Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all Parties shall have been fully and finally adjudicated in accordance with Article X of the Securities Agreement and Exchange Commission’s declaration Plan of effectivenessMerger or under the other Transaction Documents, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and Escrow Agent shall have been notified thereof in a writing signed by all such persons. Escrow Agent shall have the option, after 30 days’ notice to the other Parties of its intention to do so, to file an action in interpleader requiring the other Parties to answer and litigate any claims and rights among themselves. The rights of Escrow Agent will under this Section 6(e) are cumulative of all other rights which it may have no responsibility to examine the Registration Statement with regard to the Escrow Account by law or otherwise. B. The sole duty of the (f) Escrow Agent, other than as herein specified, shall be to receive Agent does not have and will not have any interest in the Escrow Funds but is serving only as escrow holder and hold them subject has only possession thereof. (g) Escrow Agent’s duties and responsibilities shall be determined only with reference to disbursement in accordance herewiththis Escrow Agreement. The Escrow Agent shall be under no duty to determine whether the Company is complying not charged with the requirements of this Agreement any duties or responsibilities in tendering to the Escrow Agent proceeds from sales of connection with any other document or subscriptions for Units. The agreement. (h) Escrow Agent may conclusively rely upon execute any of its powers or responsibilities hereunder either directly or by or through its agents or attorneys and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable responsible for any action taken misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder, provided that privity has been established between Burress Shareholders and such agents or attorneys or Burress Shareholders is made a third party beneficiary of Escrow Agent’s rights under its Escrow Agreement therewith (and such rights shall be no less expansive than the rights of Burress Shareholders hereunder). (i) Burress Shareholders, Burress Shareholders Representative and H&E hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith upon advice in the performance of such counsel. C. The Company its duties hereunder, and Burress Shareholders and H&E, jointly and severally as to Escrow Agent, hereby indemnifies and holds harmless the agree to fully indemnify Escrow Agent from and against its directors, officers, employees and agents (“Escrow Agent Indemnified Parties”) for, and to hold each of them harmless against, any and all loss, liability, costclaim, damage or reasonable expense (including reasonable attorneys’ fees and expense, including, without limitation, reasonable counsel fees, which the expenses) incurred by Escrow Agent may suffer Indemnified Parties, arising out of or in connection with Escrow Agent entering into this Escrow Agreement and carrying out its duties hereunder, including the reasonable costs and expenses of defending itself from any claim or liability; provided, however, that Escrow Agent Indemnified Parties shall not be entitled to indemnification hereunder for losses, liabilities and expenses found by a court of competent jurisdiction to have been caused by the willful misconduct or gross negligence of Escrow Agent Indemnified Parties. Any payments made to Escrow Agent Indemnified Parties under the indemnification obligation in the immediately preceding sentence, whether made by Burress Shareholders or H&E, are to be borne in equal amounts by Burress Shareholders on the one hand and H&E on the other hand, and each hereby grants to the other a right of contribution to effect the same. The agreements contained in the two immediately preceding sentences shall survive despite any termination of this Escrow Agreement or the resignation or removal of Escrow Agent. (j) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any action, claim or proceeding brought against occurrence beyond the reasonable control of Escrow Agent arising out (including without limitation any act or provision of any present or relating to this Agreement future law or regulation or governmental authority, any transaction to which this Agreement relatesact of God or war, unless such action, claim or proceeding is the result unavailability of the gross negligence Federal Reserve Bank wire or willful misconduct of the Escrow Agenttelex or other wire or communication facility).

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company GGE that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Deposited Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company GGE is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent Age nt shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. GGE hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company Buffalo Ridge that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement release, in accordance herewith. The , and the Escrow Agent shall be under no duty to determine whether the Company Buffalo Ridge is complying with the requirements of this Agreement in tendering to the Escrow Agent said proceeds from sales of or subscriptions for the sale of said Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. C. The Company B. Buffalo Ridge hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.

Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company CR Group and USFWS further acknowledge and agree that: A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise. B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement in accordance herewith. The (a) Escrow Agent shall not be under no any duty to determine whether give the Company is complying escrowed property held by it hereunder any greater degree of care than it gives its own similar property. (b) This Agreement expressly sets forth all the duties of Escrow Agent with the requirements of respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement in tendering to the against Escrow Agent. Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall not be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented bound by the proper party or parties. The provisions of any agreement between the CR Group and the USFWS except this Agreement. (c) Escrow Agent shall have no liability with regard to any duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The and shall not be responsible for the loss of the escrowed property, errors of judgment, any act done or step taken or omitted by Escrow Agent, mistakes in fact or law, or anything Escrow Agent may consult do or refrain from doing in connection herewith, except in the event of willful and intentional misconduct on the part of Escrow Agent. (d) Escrow Agent may act pursuant to the advice of counsel in (including lawyers employed by Escrow Agent) with respect of to any question arising under matter relating to this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of accordance with such counseladvice. C. The Company hereby indemnifies and holds harmless the (e) Escrow Agent from does not have any interest in the escrowed property deposited hereunder but is serving as escrow holder only. (f) Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other documents or instrument held by or delivered to Escrow Agent. (g) Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes, and against may rely without any and all lossliability upon the contents thereof. (h) Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of the CR Group to perform or comply with any provisions of this Agreement. (i) If Escrow Agent is faced with inconsistent claims or demands of the parties to this Agreement, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer refuse to take further action until directed to do so by joint instruction of the CR Group and the USFWS, or incur by reason until Escrow Agent shall have received instructions from a court of competent jurisdiction. (j) Escrow Agent’s duties and responsibilities shall be determined only with reference to this Agreement. Escrow Agent is not charged with any duties or responsibilities in connection with any other document or agreement. Escrow Agent is not charged with any knowledge of any action, claim other document or proceeding brought against the agreement. (k) Escrow Agent arising out may execute any of its powers or relating to this Agreement responsibilities hereunder either directly or any transaction to which this Agreement relatesby or through its officers, unless such actionemployees, claim agents or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agentattorneys.