Common use of Escrow Agent’s Duties and Liabilities Clause in Contracts

Escrow Agent’s Duties and Liabilities. 5.1. The Escrow Agent shall have only those duties, obligations and responsibilities expressly referred to in this Escrow Agreement and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood that the Escrow Agent's only duties and responsibilities shall be to accept funds deposited with it in accordance with this Escrow Agreement and to hold, release and transfer the aggregate Subscription Price in accordance with this Escrow Agreement. 5.2. Save as set out in Clause 4.5, the duties of the Escrow Agent under this Escrow Agreement are purely ministerial, administrative and non-discretionary in nature. The Escrow Agent may act in conclusive reliance upon any written notice believed by it in good faith to be genuine and shall have no obligation to verify the authenticity of the same. The Escrow Agent may, acting reasonably and in good faith, assume that any person purporting to give receipt or advice, make any statement, or execute any document in connection with the provisions of this Escrow Agreement has been duly authorised to do so. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy, or content of any such document, provided that the Escrow Agent has acted reasonably and in good faith. 5.3. Neither the Escrow Agent nor any of its officers, employees, or agents shall, by reason of any matter or thing contained in this Escrow Agreement, be deemed to be a trustee for or have any fiduciary relationship with any Party to this Escrow Agreement or any other person. 5.4. During the term of this Agreement, other than as expressly provided in this Agreement, the Escrow Agent shall not invest or reinvest any of the Subscription Price deposited or received under this Escrow Agreement and shall have no obligation to do so. For the avoidance of doubt, the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Escrow Agreement. 5.5. The Escrow Agent shall not be precluded (and neither shall any director or employee of the Escrow Agent or any company or person in any other way associated with the Escrow Agent) from entering into or being otherwise interested in any banking, commercial, financial, or business contracts, or in any other transactions or arrangements whatsoever with any of the other Parties or any of their affiliates or associated companies. 5.6. Neither the Escrow Agent nor any of its directors, employees, or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith where such action is taken or omitted to be taken in good faith. 5.7. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs incurred by it in seeking such counsel in relation to an adverse third-party claim on the Subscription Price. 5.8. Notwithstanding any provisions contained herein to the contrary, in the event of any adverse third-party claim to the Escrow Amount, the Escrow Agent may, in good faith and at its sole discretion, file an action in interpleader to resolve the said disagreement. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs (as determined by the court) incurred by it in connection with any such interpleader action and shall be fully protected in suspending all or part of its actions under this Escrow Agreement until a final judgment in the interpleader action is resolved. 5.9. FS shall reimburse the Escrow Agent for all reasonable out-of-pocket expenses incurred by the Escrow Agent in connection with performing its duties hereunder.

Escrow Agent’s Duties and Liabilities. 5.13.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Letter of Instructions which are purely ministerial in nature, and no implied duties, covenants or obligations of the Escrow Agent may be read into this Letter of Instructions. The Escrow Agent shall have only those dutiesneither be responsible for nor chargeable with knowledge of the terms and conditions of any other agreement, obligations instrument or document between any of the Parties hereto, including without limitation the terms and responsibilities expressly referred to in this Escrow Agreement conditions of the Agreement, and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood that the Escrow Agent's only duties and responsibilities shall be to accept funds deposited with it in accordance with this Escrow Agreement and to hold, release and transfer the aggregate Subscription Price in accordance with this Escrow Agreement. 5.2. Save as set out in Clause 4.5, the duties of the Escrow Agent under shall be required to act only pursuant to the terms and provisions of this Escrow Agreement are purely ministerial, administrative and non-discretionary in natureLetter of Instructions. 3.2. The Escrow Agent may act rely and shall be protected in conclusive reliance acting or refraining from acting upon any written notice notice, instruction or request furnished to the Escrow Agent hereunder and believed by it in good faith the Escrow Agent to be genuine and shall to have no obligation to verify the authenticity of the same. The Escrow Agent may, acting reasonably and in good faith, assume that any person purporting to give receipt been signed or advice, make any statement, or execute any document in connection with the provisions of this Escrow Agreement has been duly authorised to do sopresented by a Party. The Escrow Agent shall be under no duty obligation to inquire into enquire about or investigate make any investigation in relation to the validitygenuineness, accuracy, authenticity or content sufficiency of any such document, provided that the Escrow Agent has acted reasonably and fact contained in good faithany notice rendered hereunder. 5.3. Neither the Escrow Agent nor any of its officers, employees, or agents shall, by reason of any matter or thing contained in this Escrow Agreement, be deemed to be a trustee for or have any fiduciary relationship with any Party to this Escrow Agreement or any other person. 5.4. During the term of this Agreement, other than as expressly provided in this Agreement, the Escrow Agent shall not invest or reinvest any of the Subscription Price deposited or received under this Escrow Agreement and shall have no obligation to do so. For the avoidance of doubt, the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Escrow Agreement. 5.53.3. The Escrow Agent shall not be precluded (and neither shall liable for any director action or employee of the Escrow Agent omission except for willful or any company or person in any other way associated with grossly negligent failure to perform the Escrow Agent) 's duties explicitly referred to herein. 3.4. The Escrow Agent may resign and be discharged from entering into its duties or being otherwise interested obligations hereunder by giving notice in any bankingwriting of such resignation to the Company and Hadasit specifying a date upon which such resignation shall take effect, commercial, financial, or business contracts, or in any other transactions or arrangements whatsoever with any whereupon a successor escrow agent shall be appointed by mutual agreement of the other Parties or any of their affiliates or associated companies. 5.6. Neither the Escrow Agent nor any of its directors, employees, or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith where such action is taken or omitted to be taken in good faith. 5.7Company and Hadasit. The Escrow Agent shall be indemnified by FS pursuant entitled to release the provisions of this Escrow Agreement for all legal costs incurred by it Annual Additional Research Funds held in seeking such counsel in relation escrow to an adverse third-party claim on the Subscription Priceany successor escrow agent so appointed. 5.8. Notwithstanding any provisions contained herein to the contrary, in the event of any adverse third-party claim to the Escrow Amount, the Escrow Agent may, in good faith and at its sole discretion, file an action in interpleader to resolve the said disagreement. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs (as determined by the court) incurred by it in connection with any such interpleader action and shall be fully protected in suspending all or part of its actions under this Escrow Agreement until a final judgment in the interpleader action is resolved. 5.9. FS shall reimburse the Escrow Agent for all reasonable out-of-pocket expenses incurred by the Escrow Agent in connection with performing its duties hereunder.

Escrow Agent’s Duties and Liabilities. 5.1. The Escrow Agent shall have only those duties, obligations and responsibilities parties expressly referred to in this Escrow Agreement and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood agree that the Escrow Agent's only duties and responsibilities shall be to accept funds deposited with it in accordance with this Escrow Agreement and to hold, release and transfer the aggregate Subscription Price in accordance with this Escrow Agreement. 5.2. Save as set out in Clause 4.5, the duties of the Escrow Agent under this Escrow Agreement are purely ministerial, administrative and non-discretionary in nature. The Escrow Agent may act in conclusive reliance upon any written notice believed by it in good faith to be genuine and shall have no obligation to verify the authenticity of the same. The Escrow Agent may, acting reasonably and in good faith, assume that any person purporting to give receipt or advice, make any statement, or execute any document in connection with the provisions of this Escrow Agreement has been duly authorised to do so. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy, or content of any such document, provided that the Escrow Agent has acted reasonably and in good faith. 5.3. Neither the Escrow Agent nor any of its officers, employees, or agents shall, by reason of any matter or thing contained in this Escrow Agreement, be deemed to be a trustee for or have any fiduciary relationship with any Party to this Escrow Agreement or any other person. 5.4. During the term of this Agreement, other than as expressly provided in this Agreement, the Escrow Agent shall not invest or reinvest any of the Subscription Price deposited or received under this Escrow Agreement and shall have no obligation to do so. For the avoidance of doubt, the Escrow Agent shall not be required liable for any damage or liability occasioned by reason of Escrow Agent's duties hereunder, save and except any acts of fraud or gross negligence or contrary to expend or risk any of its own funds or otherwise incur any the provisions hereof, and Allen, Smith, AMHP and XxXxxx agree to indemnify and hold Escrow Agent harmless from all liability, financial or otherwisedamage, in the performance claims and demands of any kind whatsoever arising from this Agreement and Escrow Agent's duties hereunder, save and except for any such acts of its duties under this Escrow Agreement. 5.5fraud or gross negligence or contrary to the provisions hereof. The Except for such acts of fraud or gross negligence or contrary to the provisions hereof, Escrow Agent shall not be precluded (and neither shall liable for any director error of judgment or employee of the for any act done or omitted in good faith, or for anything which Escrow Agent may in good faith do or any company or person in any other way associated with the Escrow Agent) refrain from entering into or being otherwise interested in any banking, commercial, financial, or business contracts, or in any other transactions or arrangements whatsoever with any of the other Parties or any of their affiliates or associated companies. 5.6. Neither the Escrow Agent nor any of its directors, employees, or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or doing in connection herewith where such action is taken or omitted to be taken in good faith. 5.7. The Escrow Agent shall be indemnified by FS pursuant which are not contrary to the provisions of this Escrow Agreement for all legal costs incurred by it in seeking such counsel in relation to an adverse third-party claim on the Subscription Price. 5.8hereof. Notwithstanding any provisions contained herein to the contrary, in the event of any adverse third-party claim to the Escrow Amount, the Escrow Agent maymay act or refrain from acting with respect to any matter provided herein in full reliance upon this Agreement and upon the advice of counsel selected by Escrow Agent, in good faith and at its sole discretion, file an action in interpleader to resolve the said disagreement. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs (as determined by the court) incurred by it in connection with any such interpleader action and shall be fully protected in suspending all so acting or refraining from acting upon any such matter upon the advice of such counsel provided such acts are not contrary to the provisions hereof. In the event of any disagreement or of the presentation of adverse or conflicting claims or demands, Escrow Agent shall, at its option, be entitled to refuse to comply with any of such claims or demands during the continuance of such disagreement or conflicting claims and, in making such refusal, may refrain from ordering any disbursement of the Escrow Deposit or taking any other affirmative action hereunder. Without limiting the generality of the foregoing, Escrow Agent may interplead the Escrow Deposit or any part thereof and order disbursement to the depository for such interpleader. In so acting, Escrow Agent shall not become personally liable to any party hereto, or to any other person or entity, for or because of its actions under this Escrow Agreement until a final judgment in the interpleader action is resolved. 5.9. FS shall reimburse the Escrow Agent for all reasonable out-of-pocket expenses incurred by the Escrow Agent failure or refusal to comply with any request in connection with performing its duties hereundersuch disagreement or with such adverse or conflicting claims or demands.

Escrow Agent’s Duties and Liabilities. 5.1. 6.1 The Escrow Agent shall have only those duties, obligations and responsibilities expressly referred to in this Escrow Agreement and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood that the Escrow Agent's ’s only duties and responsibilities shall be to accept funds deposited with it in accordance with this Escrow Agreement and Agreement, to hold, release and transfer the aggregate Subscription Price Escrow Fund or any portion thereof in accordance with this Agreement but only to the extent that such disbursement shall not cause the Escrow AgreementAccount to become overdrawn. 5.2. Save as set out in Clause 4.5, the 6.2 The duties of the Escrow Agent under this Escrow Agreement are purely ministerial, administrative and non-discretionary in nature. The Escrow Agent may act in conclusive reliance upon any written notice believed by it in good faith to be genuine and shall have no obligation to verify the authenticity of the same. The Escrow Agent may, acting reasonably and in good faith, assume that any person purporting to give receipt or advice, make any statement, or execute any document in connection with the provisions of this Escrow Agreement has been duly authorised to do so. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy, or content of any such document, provided that the Escrow Agent has acted reasonably and in good faith. 5.3. Neither the Escrow Agent nor any of its officers, employees, or agents shall, by reason of any matter or thing contained in this Escrow Agreement, be deemed to be a trustee for or have any fiduciary relationship with any Party to this Escrow Agreement of the other Parties or any other person. Where the Escrow Agent has acted in accordance with this Agreement it shall be deemed to have acted in accordance with the written instructions of the other Parties. 5.4. 6.3 During the term of this Agreement, other than as expressly provided in this Agreement, the Escrow Agent shall not have no obligation to invest or reinvest any of the Subscription Price Escrow Amount deposited or received under this Escrow Agreement and shall have no obligation to do soAgreement. For the avoidance of doubt, the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Escrow Agreement. 5.5. 6.4 The Escrow Agent shall not be precluded (and neither shall any director or employee of the Escrow Agent or any company or person in any other way associated with the Escrow AgentAgent be precluded) from entering into or being otherwise interested in any banking, commercial, financial, financial or business contracts, contacts or in any other transactions or arrangements whatsoever with any of the other Parties or any of their affiliates or associated companies. 5.66.5 The Escrow Agent shall not be bound or affected in any way by any agreement or contract among the other Parties and the Escrow Agent shall not be deemed to have knowledge of any provision of those documents unless the substance of such provision is explicitly set forth in this Agreement. The Escrow Agent shall not in any way be required to determine whether or not the terms and conditions of any other agreement or contract among the other Parties, have been complied with by such Parties. Further, the Escrow Agent shall not be affected with knowledge or notice of any fact or circumstance not specifically set forth in this Agreement. 6.6 The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any order, judgment, certification, demand, written notice, instruction or request furnished to it under this Agreement without being required to determine the authenticity or the correctness of any fact stated in such document or the propriety or validity of the service of such document. The Escrow Agent may act in conclusive reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice, make any statement, or execute any document in connection with the provisions of this Agreement has been duly authorised to do so. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. HSBC Information Category: RESTRICTED 6.7 The Escrow Agent shall not be liable or accountable for any loss or damage whatsoever to any person caused by any action taken or omitted by the Escrow Agent except to the extent that a court of competent jurisdiction determines, in a final order, judgment or decree, that the Escrow Agent’s gross negligence or wilful misconduct was the primary cause of any such loss. 6.8 The Escrow Agent may execute any of its powers and perform any of its duties under this Agreement directly or through agents or attorneys and shall not be liable for any acts or omissions of such agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. 6.9 Notwithstanding any other term or provision in this Agreement to the contrary, in no event shall the Escrow Agent be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, even if the Escrow Agent is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract or otherwise. This paragraph shall survive the termination or expiry of this Agreement or the resignation or removal of the Escrow Agent. 6.10 The Escrow Agent may take and instruct any delegate to take any action which it in its sole discretion considers appropriate so as to comply with any applicable law, regulation, request of a public or regulatory authority or any HSBC Group policy which relates to the prevention of fraud, money laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons or entities. Such action may include but is not limited to the interception and investigation of transactions on the depositor’s account (particularly those involving the international transfer of funds) including the source of or the intended recipient of funds paid into or out of the Escrow Account. In certain circumstances, such action may delay or prevent the processing of any instruction under this Agreement, the settlement of transactions over the depositor’s account or the Escrow Agent's performance of its obligations under this Agreement. Where possible, the Escrow Agent will endeavour to notify the depositor of the existence of such circumstances. Neither the Escrow Agent nor any of its directors, employees, or agents shall delegate will be liable or responsible for any action taken loss (whether direct or omitted to be taken by it consequential and including, without limitation, loss of profit or them hereunder interest) caused in whole or in connection herewith where such action is part by any actions which are taken or omitted to be taken in good faith. 5.7. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs incurred by it in seeking such counsel in relation to an adverse third-party claim on the Subscription Price. 5.8. Notwithstanding any provisions contained herein to the contrary, in the event of any adverse third-party claim to the Escrow Amount, the Escrow Agent may, in good faith and at its sole discretion, file an action in interpleader to resolve the said disagreement. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs (as determined by the court) incurred by it in connection with any such interpleader action and shall be fully protected in suspending all or part of its actions under this Escrow Agreement until a final judgment in the interpleader action is resolved. 5.9. FS shall reimburse the Escrow Agent for all reasonable out-of-pocket expenses incurred by the Escrow Agent in connection with performing or any delegate pursuant to this clause. For the purposes of this Agreement, "HSBC Group" means HSBC Holdings plc., its duties hereunder.subsidiaries and associated companies and any of their successors or assigns. HSBC Information Category: RESTRICTED

Escrow Agent’s Duties and Liabilities. 5.1. 6.1 The Escrow Agent shall have only those duties, obligations and responsibilities expressly referred to in this Escrow Agreement and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood that the Escrow Agent's ’s only duties and responsibilities shall be to accept funds deposited with it in accordance with this Escrow Agreement and Agreement, to hold, release and transfer the aggregate Subscription Price Escrow Fund or any portion thereof in accordance with this Agreement but only to the extent that such disbursement shall not cause the Escrow AgreementAccount to become overdrawn. 5.2. Save as set out in Clause 4.5, the 6.2 The duties of the Escrow Agent under this Escrow Agreement are purely ministerial, administrative and non-discretionary in nature. The Escrow Agent may act in conclusive reliance upon any written notice believed by it in good faith to be genuine and shall have no obligation to verify the authenticity of the same. The Escrow Agent may, acting reasonably and in good faith, assume that any person purporting to give receipt or advice, make any statement, or execute any document in connection with the provisions of this Escrow Agreement has been duly authorised to do so. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy, or content of any such document, provided that the Escrow Agent has acted reasonably and in good faith. 5.3. Neither the Escrow Agent nor any of its officers, employees, or agents shall, by reason of any matter or thing contained in this Escrow Agreement, be deemed to be a trustee for or have any fiduciary relationship with any Party to this Escrow Agreement of the other Parties or any other person. Where the Escrow Agent has acted in accordance with this Agreement it shall be deemed to have acted in accordance with the written instructions of the other Parties. 5.4. 6.3 During the term of this Agreement, other than as expressly provided in this Agreement, the Escrow Agent shall not have no obligation to invest or reinvest any of the Subscription Price Escrow Amount deposited or received under this Escrow Agreement and shall have no obligation to do soAgreement. For the avoidance of doubt, the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Escrow Agreement. 5.5. 6.4 The Escrow Agent shall not be precluded (and neither shall any director or employee of the Escrow Agent or any company or person in any other way associated with the Escrow AgentAgent be precluded) from entering into or being otherwise interested in any banking, commercial, financial, financial or business contracts, contacts or in any other transactions or arrangements whatsoever with any of the other Parties or any of their affiliates or associated companies. 5.66.5 The Escrow Agent shall not be bound or affected in any way by any agreement or contract among the other Parties and the Escrow Agent shall not be deemed to have knowledge of any provision of those documents unless the substance of such provision is explicitly set forth in this Agreement. The Escrow Agent shall not in any way be required to determine whether or not the terms and conditions of any other agreement or contract among the other Parties, have been complied with by such Parties. Further, the Escrow Agent shall not be affected with knowledge or notice of any fact or circumstance not specifically set forth in this Agreement. 6.6 The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any order, judgment, certification, demand, written notice, instruction or request furnished to it under this Agreement without being required to determine the authenticity or the correctness of any fact stated in such document or the propriety or validity of the service of such document. The Escrow Agent may act in conclusive reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice, make any statement, or execute any document in connection with the provisions of this Agreement has been duly authorised to do so. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. HSBC Information Category: RESTRICTED The Hongkong and Shanghai Banking Corporation Limited 2012 Execution Version (CASH ONLY) 6.7 The Escrow Agent shall not be liable or accountable for any loss or damage whatsoever to any person caused by any action taken or omitted by the Escrow Agent except to the extent that a court of competent jurisdiction determines, in a final order, judgment or decree, that the Escrow Agent’s gross negligence or wilful misconduct was the primary cause of any such loss. 6.8 The Escrow Agent may execute any of its powers and perform any of its duties under this Agreement directly or through agents or attorneys and shall not be liable for any acts or omissions of such agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. 6.9 Notwithstanding any other term or provision in this Agreement to the contrary, in no event shall the Escrow Agent be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, even if the Escrow Agent is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract or otherwise. This paragraph shall survive the termination or expiry of this Agreement or the resignation or removal of the Escrow Agent. 6.10 The Escrow Agent may take and instruct any delegate to take any action which it in its sole discretion considers appropriate so as to comply with any applicable law, regulation, request of a public or regulatory authority or any HSBC Group policy which relates to the prevention of fraud, money laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons or entities. Such action may include but is not limited to the interception and investigation of transactions on the depositor’s account (particularly those involving the international transfer of funds) including the source of or the intended recipient of funds paid into or out of the Escrow Account. In certain circumstances, such action may delay or prevent the processing of any instruction under this Agreement, the settlement of transactions over the depositor’s account or the Escrow Agent's performance of its obligations under this Agreement. Where possible, the Escrow Agent will endeavour to notify the depositor of the existence of such circumstances. Neither the Escrow Agent nor any of its directors, employees, or agents shall delegate will be liable or responsible for any action taken loss (whether direct or omitted to be taken by it consequential and including, without limitation, loss of profit or them hereunder interest) caused in whole or in connection herewith where such action is part by any actions which are taken or omitted to be taken in good faith. 5.7. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs incurred by it in seeking such counsel in relation to an adverse third-party claim on the Subscription Price. 5.8. Notwithstanding any provisions contained herein to the contrary, in the event of any adverse third-party claim to the Escrow Amount, the Escrow Agent may, in good faith and at its sole discretion, file an action in interpleader to resolve the said disagreement. The Escrow Agent shall be indemnified by FS pursuant to the provisions of this Escrow Agreement for all legal costs (as determined by the court) incurred by it in connection with any such interpleader action and shall be fully protected in suspending all or part of its actions under this Escrow Agreement until a final judgment in the interpleader action is resolved. 5.9. FS shall reimburse the Escrow Agent for all reasonable out-of-pocket expenses incurred by the Escrow Agent in connection with performing or any delegate pursuant to this clause. For the purposes of this Agreement, "HSBC Group" means HSBC Holdings plc., its duties hereunder.subsidiaries and associated companies and any of their successors or assigns. HSBC Information Category: RESTRICTED The Hongkong and Shanghai Banking Corporation Limited 2012 Execution Version (CASH ONLY)