Common use of Escrow Agent’s Rights and Responsibilities Clause in Contracts

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own similar property. (c) The Escrow Agent may engage legal counsel who may not be counsel for any party to the Escrow Agreement and may act upon advice of counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered pursuant to the opinion of such counsel. The fees and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fund. (d) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (e) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (g) The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder as being the acts of the Company Stockholder. (h) The duties of the Escrow Agent shall be as expressed under this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (i) The Escrow Agent shall not be called upon to advise any party as to its rights and obligations hereunder. (j) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agree, jointly and severally, to indemnify and hold the Escrow Agent harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including attorney's fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. This paragraph (j) shall survive the termination of the Escrow Agreement. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (m) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (n) The Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occur.

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed LMT, LMC, C3 and BMW hereby agree that: (a) Any recitals contained in this Escrow Agreement Agent shall be deemed entitled to rely upon any opinion, order, decision, notice, affidavit, direction, or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein that is believed by Escrow Agent in good faith to be those of genuine and to have been signed or presented by the principals and not those of the Escrow Agent. (b) The proper person. Escrow Agent shall not be responsible for the sufficiency of the execution or for the genuineness of documents or instruments delivered to it under this Agreement or for any duty lack of endorsement thereon or for a description therein, nor shall Escrow Agent be responsible or liable on account of the identity, authority, or rights of the person executing or delivering or purporting to give the property held hereunder execute or deliver any greater degree of care than it gives its own similar property.such document or instrument; (cb) The Escrow Agent may engage legal counsel who may not act, and shall be counsel for any party to the Escrow Agreement fully protected and may act shall incur no liability in acting, in reliance upon advice of counsel in reference to any matter connected herewith with this Agreement and shall not be liable for any mistake of fact or error in judgment, or for any acts or omissions taken or suffered pursuant to the opinion of such counsel. The fees and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fund. (d) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (e) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given kind, unless caused by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (g) The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder as being the acts of the Company Stockholder. (h) The duties of the Escrow Agent shall be as expressed under this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence bad faith or willful misconduct.; (ic) The Escrow Agent shall not be called upon to advise any party as to its rights LMT, LMC, C3 and obligations hereunder. (j) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agreeBMW, jointly and severally, to shall indemnify Escrow Agent from, and hold the Escrow Agent harmless as against, any loss, liability, cost, or expense relating to any loss or liability incurred by it to any personbreach of this Agreement, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereofincluding, without limitation, reasonable attorneys’ fees and to reimburse the Escrow Agent for all its expenses, including attorney's fees, incurred by reason of Escrow Agent, unless caused by its position hereunder bad faith or actions taken pursuant hereto. The willful misconduct arising out of, or in connection with, Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of this Escrow Agreement, and it is agreed that carrying out its duties are purely ministerial in nature and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. This paragraph (j) shall survive the termination of the Escrow responsibilities under this Agreement. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (m) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (n) The Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occur.

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) a. The Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own similar property. (c) b. The Escrow Agent may engage legal counsel who may not be counsel for any party to the Escrow Agreement and may act upon advice of counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered pursuant to the opinion of such counsel. The fees while acting in good faith and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fundexercising reasonable judgment. (d) c. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (e) d. The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) e. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (g) f. The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder Shareholder Representative as being the acts act of all of the Company StockholderDelta Shareholders and the written instructions of the Chairman or President of SCB as being the act of SCB. (h) The g. This Escrow Agreement sets forth the exclusive duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations of the Escrow Agent shall be as expressed under read into this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (i) h. The Escrow Agent shall not be called upon to advise any party as to its rights and obligations hereunder. (j) i. In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agree, agree to jointly and severally, to severally indemnify and hold the Escrow Agent harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including attorney's attorneys' fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall have no liability under, or duty to inquire into, into the terms and provisions of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature nature, and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. This paragraph (j) shall survive . j. In the termination of event that the Escrow Agreement. (k) The Escrow Agent may execute should at any of time be confronted with inconsistent claims or demands by the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreementparties hereto, the Escrow Agent shall not be required have the right to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (m) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested interplead said parties in any court of competent jurisdiction and to deposit with the clerk of request that such court any determine such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advancesrespective rights of the parties with respect to this Escrow Agreement, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (n) The upon doing so, the Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against released from any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense obligations or liability until indemnified to its satisfaction for as a consequence of any expense such claims or liability it reasonably believes may occurdemands.

Escrow Agent’s Rights and Responsibilities. To induce the The duties and obligations of Escrow Agent shall be limited to act hereunderand determined solely by the provisions of this Agreement, it and Escrow Agent is further agreed thatnot charged with knowledge of or any duties or responsibilities in respect of any other agreement or document, including, without limitation, the Purchase Agreement. In furtherance and not in limitation of the foregoing: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own similar property. (cb) The Escrow Agent may engage legal counsel who may not be counsel for any party to the Escrow Agreement and may act upon advice of counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered pursuant while acting in good faith and exercising reasonable judgment. If Escrow Agent becomes involved in litigation on account of this Agreement, it shall have the right to the opinion of such counsel. The fees retain counsel and shall be entitled to recover any and all reasonable costs, attorneys’ fees, charges, disbursements, and expenses of in connection with such counsel shall be deemed to be a proper expense for which litigation jointly and severally from the Escrow Agent will have a lien against the Escrow Fundparties hereto. (dc) The Escrow Agent shall not be liable in any respect on account of the identity, authority authority, or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (ed) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings instructions given by any of the parties hereto or by any other person, excepting only instructions given by a party in compliance with this Agreement or orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any courtcourt that remain unappealed during the applicable period during which an appeal may be filed. In case the Escrow Agent obeys or complies with any such unappealed order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (ge) The This Agreement sets forth the exclusive duties of Escrow Agent is authorized with respect to rely on the written instructions any and all matters pertinent hereto and no implied duties or obligations of the Company Stockholder as being the acts of the Company Stockholder. (h) The duties of the Escrow Agent shall be as expressed under read into this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (if) The Escrow Agent shall not be called upon to advise any party as to its rights and obligations hereunder. (jg) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agree, jointly and severally, to indemnify and hold the Escrow Agent harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including attorney's fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall have no liability under, or duty to inquire into, into the terms and provisions of this Escrow the Purchase Agreement, and it is agreed by the parties hereto that its Escrow Agent’s duties are purely ministerial in nature and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so as long as it has acted in good faith. This paragraph (j) shall survive the termination of , except for the Escrow AgreementAgent’s willful misconduct or gross negligence. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (mh) In the event the that Escrow Agent becomes involved should at any time be confronted with inconsistent claims or demands by the parties hereto or is uncertain as to how to proceed in litigation a situation not explicitly addressed by reason hereofthe terms of this Agreement, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized shall have the right to implead all interested interplead said parties in any court of competent jurisdiction within the State of Arkansas and to deposit with the clerk of request that such court determine such respective rights of the parties with respect to this Agreement, and upon doing so, Escrow Agent shall be released from any obligations or liability as a consequence of any such funds, securities claims or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunderdemands. (ni) The Escrow Agent shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investment or reinvestment made in accordance with any provision contained herein. (j) Any banking association or corporation into which Escrow Agent may be merged, converted or with which Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Escrow Agent shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of Escrow Agent shall be transferred, shall succeed to all Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (k) The parties recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment. Interest and other earnings on investments shall be obligated added to risk the Escrow Account. Any loss or expense incurred as a result of an investment will be borne jointly and equally by the parties hereto (i.e., one-half of losses or expenses to be suffered by Seller, and one-half of losses or expenses to be suffered by Buyer). Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own funds trading or capital markets operations or those of any affiliated entity. (l) Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned by the Escrow Account. Escrow Agent shall have no obligation to pay any taxes or estimated taxes on income earned from the investment of any sums held in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occurAccount.

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own similar property. (cb) The Escrow Agent may engage legal counsel who may not be counsel for any party to either Parent or the Escrow Agreement Company Stockholder and may act upon advice of such counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered pursuant to the opinion of such counsel. The fees and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fund. (dc) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties Company Stockholder executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or personsCompany Stockholder. (e) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (gd) The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder as being the acts of the Company Stockholder. (he) The duties of the Escrow Agent shall be as expressed under this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (if) The Escrow Agent shall not be called upon to advise any party the Company Stockholder as to its his rights and obligations hereunder. (jg) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agree, jointly and severally, Company Stockholder agrees to indemnify and hold the Escrow Agent Agent, its directors, officers, employees, affiliates or agents harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including reasonable attorney's fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages. This paragraph (jSection 7(g) shall survive the termination of the Escrow Agreement. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (mh) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (ni) The Company Stockholder acknowledges that Parent may have a conflict of interest with respect to its duties as Escrow Agent shall not be obligated to risk Agent, and in such regard Parent will act in its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occurbest interests.

Escrow Agent’s Rights and Responsibilities. To induce 8.1 Except as expressly contemplated by this Agreement or by joint written instructions from Buyer and Seller, the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under sell, transfer or otherwise dispose of in any duty to give manner all or any of the property held hereunder any greater degree assets in the Warranty Fund, except pursuant an order of care than it gives its own similar propertya court of competent jurisdiction. (c) 8.2 The Escrow Agent may engage legal counsel who may not be counsel for any party to the Escrow Agreement duties and may act upon advice of counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered pursuant to the opinion of such counsel. The fees and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fund. (d) The Escrow Agent shall not be liable in any respect on account obligations of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any noticedetermined solely by this Agreement, request, consent, certificate, order, affidavit, letter, telegram and no implied duties or other paper or document believed by it to obligations shall be genuine and correct and to have been signed or sent by read into this Agreement against the proper person or persons. (e) Escrow Agent. The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect act done or omitted to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (g) The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder as being the acts of the Company Stockholder. (h) The duties of the Escrow Agent shall be as expressed under this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except done in the event absence of its gross negligence or willful misconduct. (i) 8.3 In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may assume that any person purporting to give any notice in accordance with the provisions of this Agreement has been duly authorized to do so. 8.4 The Escrow Agent shall not be called upon liable for any error of judgment, or any action taken, suffered or omitted to advise be taken, hereunder except in the case of its gross negligence, bad faith or willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any party action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 8.5 The Escrow Agent shall have no duty as to the collection or protection of the assets in the Warranty Fund or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of the Warranty Fund actually in its rights and obligations hereunderpossession. (j) In consideration of its acceptance of the appointment as the Escrow Agent, 8.6 Buyer and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto Seller agree, jointly and severally, to reimburse and indemnify and hold the Escrow Agent harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereoffor, and to reimburse hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys' fees, incurred without gross negligence, or willful misconduct on the part of the Escrow Agent for arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. 8.7 The Escrow Agent may at any time resign by giving 30 business days prior written notice of resignation to Buyer and Seller. Buyer and Seller may at any time jointly remove the Escrow Agent by giving 30 business days written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank or trust company having its principal executive offices in the United States of America and assets in excess of $2 billion shall be appointed by written instrument executed by Buyer and Seller and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall succeed to < F-3 > all its expensesthe rights and obligations with respect to the Warranty Fund held hereunder of such predecessor Escrow Agent, including attorney's feesand such predecessor Escrow Agent shall, incurred on the written request of Buyer, Seller or the successor Escrow Agent, deliver to such successor Escrow Agent the Warranty Fund and any other securities, money or property held by reason of its position hereunder or actions taken the predecessor Escrow Agent pursuant heretoto this Agreement. The If no successor Escrow Agent shall have no liability under, or duty to inquire intobeen appointed within 30 business days of a notice of resignation by the Escrow Agent, the terms Escrow Agent's sole responsibility shall thereafter be to hold the Warranty Fund and provisions of this Escrow Agreementany other securities, and it is agreed that its duties are purely ministerial in nature and that money or property held by the Escrow Agent shall incur no liability whatsoever except for willful misconduct pursuant to this Agreement until the earliest of its receipt of designation of a successor Escrow Agent, a joint written instruction by Buyer and Seller, or gross negligence so long as it has acted in good faith. This paragraph (j) shall survive the termination of the Escrow Agreementthis Agreement in accordance with its terms. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (m) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (n) The Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occur.

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under any duty to give the property held have no duties or obligations hereunder any greater degree of care than it gives its own similar property. (c) The Escrow Agent may engage legal counsel who may not be counsel for any party to the Escrow Agreement except those specifically set forth herein and may act upon advice of counsel in reference to any matter connected herewith such duties and shall not be liable for any acts or omissions taken or suffered pursuant to the opinion of such counsel. The fees and expenses of such counsel obligations shall be deemed to be a proper expense for which determined solely by the Escrow Agent will have a lien against the Escrow Fund. (d) The Escrow Agent shall not be liable in any respect on account express provisions of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for Agreement. In connection with its duties hereunder. The , the Escrow Agent shall be protected in acting or refraining from acting upon any written notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document furnished to it hereunder and believed by it to be genuine and correct and to have been signed or sent by the proper person party or persons. (e) parties. The Escrow Agent shall not be liable for the outlawing anything it may do or refrain from doing in connection with its duties hereunder, except as a result of any rights under any statute of limitations with respect to this Escrow Agreement its own gross negligence or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any courtwillful misconduct. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any courtFurther, the Escrow Agent shall not be liable to for the loss of any of Debentures or Series C Shares during the parties hereto period such securities are held in escrow. The Company agrees that in the event any Debentures or to any other person by reason of such complianceSeries C Shares are lost, notwithstanding any such orderstolen, judgment mislaid or decree being subsequently reverseddestroyed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (g) The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder as being the acts of the Company Stockholder. (h) The duties of will promptly replace such securities in like tenor and forward them to the Escrow Agent shall to be as expressed under this Escrow Agreement, and held in accordance with the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (i) The Escrow Agent shall not be called upon to advise any party as to its rights and obligations hereunder. (j) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agree, jointly and severally, to indemnify and hold the Escrow Agent harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including attorney's fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of this Escrow Agreement, Agreement and it is agreed that its duties are purely ministerial in nature and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. This paragraph (j) shall survive the termination of the Escrow Option Agreement. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (mb) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized shall be uncertain as to deposit with the clerk of the court in which the litigation is pending any and all funds, securities its duties or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (n) The Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action rights under this Escrow Agreement which or shall receive any instruction, claim or demand which, in the opinion of the Escrow Agent, is in conflict with the provisions of this Escrow Agreement (any of the foregoing, a "Dispute"), the Escrow Agent shall be entitled to refrain from taking any action with respect to such Dispute until it shall be directed otherwise by an instrument in writing signed by the Company and Purchaser, or if such an instrument shall not be provided to the Escrow Agent within thirty (30) days of its request of the parties, the Escrow Agent may involve it in any expense or liability until indemnified apply for instructions from a competent court pursuant to its satisfaction for any expense or liability it reasonably believes may occuran interpleader proceeding.

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under any duty to give the property held hereunder any greater degree of care than it gives its own similar property. (cb) The Escrow Agent may engage legal counsel who may is not be counsel for any party to either Parent or the Escrow Agreement Stockholders and may act upon the advice of such counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered in good faith pursuant to the opinion of such counsel. The fees and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fund. (dc) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of Parent or the parties Stockholders executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person Stockholders or personsan officer of Parent. (e) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (f) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (gd) The Escrow Agent is authorized to rely on the written instructions of Parent or the Company Stockholder Stockholders as being the acts of the Company Stockholderthereof. (he) The duties of the Escrow Agent shall be as expressed under this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (if) The Escrow Agent shall not be called upon to advise any party Parent or the Stockholders as to its their rights and obligations hereunder. (jg) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not taken in good faith, the other parties hereto Parent and the Stockholders agree, jointly and severally, to indemnify and hold the Escrow Agent Agent, its directors, officers, employees, affiliates or agents harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including reasonable attorney's fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature and that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as it has acted in good faith. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages. This paragraph (jSection 7(g) shall survive the termination of the Escrow Agreement. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (mh) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (ni) The Parent, on the one hand, and Stockholders, on the other hand, shall pay Escrow Agent shall not compensation (as payment in full) for the services to be obligated to risk its own funds rendered by Escrow Agent hereunder in the administration amount of $3,000.00 upon Escrow Agent's receipt of the Escrow Fund and shall have a lien against any fundsup to $1,500.00 bi-annually thereafter and agree to reimburse Escrow Agent for all reasonable expenses, securities disbursements and advances incurred or other property made by Escrow Agent in performance of its possession or control for its duties hereunder (including reasonable fees, expenses and advancementsdisbursements of Escrow Agent's counsel). The Further, Parent and the Stockholders hereby agree with the Escrow Agent need not take any action under this that payment shall be due and payable upon their receipt of an invoice from Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occurAgent.

Escrow Agent’s Rights and Responsibilities. To induce the Escrow Agent to act hereunder, it is further agreed that: (a) Any recitals contained in this Escrow Agreement shall be deemed to be those of the principals and not those of the Escrow Agent. (b) The Escrow Agent shall not be under any duty to give the property held hereunder exercise any greater degree of care with respect to the property to be held and administered by the Escrow Agent hereunder than it gives such Escrow Agent shall exercise with respect to other such property held or administered by the Escrow Agent in its own similar propertynormal course of business. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement with respect to or involving the Escrow Agent. The Escrow Agent is not a party to any other agreement and the Escrow Agent shall not be subject to any other agreement even though reference thereto may be made herein. In no event shall the Escrow Agent be liable for punitive, consequential or speculative damages. (cb) The Escrow Agent may engage legal counsel who may not be counsel for any party to the Escrow Agreement and may act upon advice of counsel in reference to any matter connected herewith and shall not be liable for any acts or omissions taken or suffered while acting in good faith and exercising reasonable judgment (including, without limitation, pursuant to the opinion of such counsel. The fees and expenses of such counsel shall be deemed to be a proper expense for which the Escrow Agent will have a lien against the Escrow Fundadvice). (dc) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. (e) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Escrow Agreement or any documents deposited with the Escrow Agent. (fd) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (ge) The Escrow Agent is authorized to rely on the written instructions of the Company Stockholder any executive officer of Edge as being the acts act of the Company StockholderEdge. (hf) The This Agreement sets forth the exclusive duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations of the Escrow Agent shall be as expressed under read into this Escrow Agreement, and the Escrow Agent shall have no implied duties. The permissive right or power to take any action shall not be construed as a duty to take action under any circumstances, and the Escrow Agent shall not be liable except in the event of its gross negligence or willful misconduct. (ig) The Escrow Agent shall not be called upon to advise any party as to its rights and obligations hereunder. (jh) In consideration of its acceptance of the appointment as the Escrow Agent, and except with respect to the Escrow Agent's own gross negligence or willful misconduct or acts or omissions by the Escrow Agent not in good faith, the other parties hereto agree, jointly and severally, to indemnify and hold the Escrow Agent harmless as to any loss or liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses, including attorney's fees, incurred by reason of its position hereunder or actions taken pursuant hereto. The Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have no liability under, been executed by the proper parties. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws and the Escrow Agent is not charged with any duties or duty to inquire into, the terms responsibilities in connection with any other document or agreement. (i) All parties acknowledge and provisions of this Escrow Agreement, and it is agreed that its duties are purely ministerial in nature and agree that the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long is acting solely and exclusively as it has acted in good faith. This paragraph a depository hereunder. (j) The provisions of this Section 5 shall survive the termination of the Escrow AgreementPeriod. (k) The Escrow Agent may execute any of the duties under this Escrow Agreement by or through agents or receivers. (l) Unless specifically required by this Escrow Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. (m) In the event the Escrow Agent becomes involved in litigation by reason hereof, it is hereby authorized to deposit with the clerk of the court in which the litigation is pending any and all funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. Also, in the event the Escrow Agent is threatened with litigation by reason hereof, it is hereby authorized to implead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court any such funds, securities or other property held by it pursuant hereto, less its fees, expenses and advances, and thereupon shall stand fully relieved and discharged of any further duties hereunder. (n) The Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control for its fees, expenses and advancements. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in any expense or liability until indemnified to its satisfaction for any expense or liability it reasonably believes may occur.