Common use of Indemnification of Escrow Agent Clause in Contracts

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. The Issuer Company and the Servicing Agent agree Placement Agent, jointly and severally severally, and their successors and assigns agree to defend, indemnify and hold harmless the Escrow Agent harmless against any and its officersall losses, employees and agents from and against all costs, charges, harmsclaims, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees liabilities, and expenses, including reasonable costs of investigation, reasonable counsel fees, including allocated costs of in-house counsel and including fees and expenses disbursements that may be imposed on appeal or review, if any) which the Escrow Agent may incur or sustain incurred by reason the Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter, except for those incurred by virtue of the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses, provided that the Escrow Agent shall have no such lien in respect of compensation and expenses claimed arising out of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim actual or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the alleged gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail Indemnification under this Section shall survive the amounts termination of fees this Agreement. In order to induce, and expenses as partial consideration for the Escrow Agent's acceptance of this Agreement, the Company and Placement Agent expects each represent, covenant and warrant to expend, the Escrow Agent shall that no statement or representation, whether oral or in writing, has been or will be entitled made to advancement from Issuer (any prospective subscribers for any of the Preferred Stock and issuer shall be entitled accompanying warrants to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as effect that the Escrow Agent hereunder; is involved in any manner with the transactions or events contemplated in that certain Letter of Agreement between the Company and Placement Agent, Certificate of Designation or Subscription Agreements other than as Escrow Agent under this Agreement. Without limitation to any release, indemnification or hold harmless provision in favor of the Escrow Agent, as elsewhere provided that in this Escrow Agreement, the event such advances exceed the amounts actually incurred, Company and Placement Agent jointly and severally warrant and covenant to indemnify and hold harmless the Escrow Agent shall promptly refund to Issuer from all liabilities, costs and expenses, including reasonable attorneys' fees, which are occasioned by the amount threat or commencement of such advances not incurredany claim against the Escrow Agent based in whole or in part upon the allegation of misrepresentation or omission of a material or significant fact in conjunction with the sale or subscription of any Preferred Stock and accompanying warrants.

Indemnification of Escrow Agent. The Issuer (a) Purchaser, on the one hand, and Sellers, on the Servicing Agent agree jointly and severally to defendother hand, each on its own behalf, will indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (each, in its officerscapacity as such, employees an “Indemnified Party”), to the extent that Purchaser, on the one hand, and agents from and against all costsany Seller, chargeson the other hand, harmsis adjudicated liable for any losses, damages, losses liabilities, expense and other detriments penalties of any kind and nature whatsoever (incurred by the Escrow Agent, including without limitation its reasonable and actually incurred attorney documented attorneys’ fees and expenses, and including fees and out-of-pocket expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason arising out of or in connection with this Agreement or with Escrow Agent’s exercise or performance of its obligations under duties pursuant to the terms of this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Agreement (collectively “Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewithLosses”), except to the extent that such lossEscrow Agent Losses are adjudicated to have been the result of the fraud, liabilitybad faith, damage, claim willful misconduct or expense arises from the gross negligence or willful misconduct material breach of this Agreement by any Indemnified Party. The cost of any indemnification under this Section 13(a) will be paid by the party at fault in proportion to such party’s fault. Notwithstanding anything in this Agreement to the contrary, in no event shall Purchaser or Sellers be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever. The obligations of Purchaser and Sellers under this Section 13 shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. (b) The parties agree that neither the payment by Purchaser or Sellers of any claim by Escrow Agent for indemnification hereunder nor the disbursement of any amounts to Escrow Agent from the Escrow Agent. Upon reasonable notice specifying Funds in reasonable detail the amounts respect of fees and expenses a claim by Escrow Agent expects to expendfor indemnification shall impair, limit, modify, or affect, as between Purchaser and Sellers, the Escrow Agent shall be entitled to advancement from Issuer (respective rights and issuer shall be entitled to contribution from Servicing Agent) for obligations of Purchaser and Sellers under the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredPurchase Agreement.

Indemnification of Escrow Agent. (a) The Issuer does hereby, and to the Servicing Agent agree extent any Securityholder is directly responsible, then the Issuer together with such Securityholder jointly and severally to defenddoes hereby: (i) release, indemnify and hold save harmless the Escrow Agent from all liabilities, actions, costs (including legal costs, expenses and its officers, employees and agents from and against all costsdisbursements), charges, harmsclaims, demands, damages, losses and other detriments expenses resulting from or arising out of the Escrow Agent’s performance of its duties under this Agreement in good faith and without negligence; (ii) agree not to make or bring a claim or demand, or commence any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensesaction, and including fees and expenses on appeal or review, if any) which against the Escrow Agent may incur or sustain by reason in respect of or in connection with its obligations performance of its duties under this Agreement. Specifically, but Agreement in good faith and without limitation, the Issuer and the Servicing Agent negligence; and (iii) agree to indemnify and hold save harmless the Escrow Agent fromfrom all costs (including legal costs, against expenses and with respect to, any disbursements) and all loss, liability, damage, claim or expense damages that the Escrow Agent may suffer incurs or incur is required by law to pay as a result of any person’s claim, demand or action in connection with the Escrow Agent’s performance of its receipt, retention duties under this Agreement in good faith and disbursement without negligence. (b) This indemnity survives the release of the proceeds escrow securities, the resignation or termination of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent and the termination of this Agreement. (c) The Escrow Agent shall be liable for claims or damages only to Issuer, Servicing Agent, any Subscriber an aggregate maximum amount equal to the amount of fees paid by the Issuer to the Escrow Agent under this agreement hereunder in the twelve months preceding the last of the events giving rise to such claims or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewithdamages, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, that the Escrow Agent has acted in bad faith or engaged in willful misconduct. In no event shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredbe liable for indirect or consequential damages.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend, indemnify and hold harmless Unless the Escrow Agent and discharges any of its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations duties under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim Agreement in violation of specific terms of this Escrow Agreement in a negligent manner or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement is guilty of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the with regard to its duties under this Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expendAgreement, the Escrow Agent shall not be entitled liable to advancement from Issuer (any person for any action taken or loss suffered by such person, nor for any mistake of fact, error of judgment, or for any actions or omissions of any kind. Except with respect to the foregoing liability exceptions, Parent, Acquisition Sub and issuer the Stockholders' Representative, jointly and severally, shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as indemnify the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurredand hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings, or other expenses, fees, or charges of any character or nature, public or private, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement, and shall indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity, both at the trial and appellate levels. The provisions of this paragraph shall promptly refund survive the termination of this Escrow Agreement. Notwithstanding anything in this Escrow Agreement to Issuer the amount of such advances contrary, the Stockholders' Representative shall not incurredhave any personal liability to the Escrow Agent pursuant to this Section 12, pursuant to Section 13 hereof or otherwise pursuant to this Escrow Agreement, and the Escrow Agent's only recourse with respect to any liability asserted against the Stockholders' Representative hereunder shall be to the Stockholders' Representative's and the Stockholders' interests in the Escrow Shares and any other assets in the Escrow Account pursuant to Section 16 hereof.

Indemnification of Escrow Agent. (a) The Issuer Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Stock except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the Servicing authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct, gross negligence or fraud. (c) All other parties hereto agree to jointly and severally indemnify the Escrow Agent and its employees, directors, agents and advisors and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and all other parties hereto agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officershold it harmless against any claims, employees and agents from and against all costs, chargespayments, harms, damages, losses and other detriments of any kind and nature whatsoever expenses (including without limitation its reasonable and actually incurred attorney fees and expenses, and including the fees and expenses on appeal or review, if anyof counsel) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs liabilities incurred by it in acting as connection with the performance of its duties hereunder and them hereunder, except in either case for claims, costs, payments and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurredresulting from its own willful misconduct, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredgross negligence or fraud.

Indemnification of Escrow Agent. (a) The Issuer Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the Servicing authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent agree jointly shall have no responsibility for the contents of any such writing contemplated herein and severally may rely without any liability upon the contents thereof. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to defendbe authorized hereby or with the rights or powers conferred upon it hereunder, nor for any action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent’s own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or negligence. (c) The Underwriters’ Representative agrees to indemnify and hold harmless the Escrow Agent and its officersemployees, employees directors, officers and agents from and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party’s action, and to indemnify the Escrow Agent and hold it harmless against any claims, costs, charges, harms, damages, losses payments and other detriments of any kind and nature whatsoever expenses (including without limitation its reasonable and actually incurred attorney fees and expenses, and including the fees and expenses on appeal or review, if anyof counsel) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all losslosses, liabilityliabilities, damage, claim damages or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as connection with the performance of its duties hereunder and them hereunder, except in either case for claims, costs, payments and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Agent hereunderresulting from its own wilful misconduct or negligence; provided provided, however, that in no case shall the event such advances liability of the Underwriters’ Representative under this Section 7 exceed an amount equal to the amounts actually incurredUnderwriters’ Escrowed Proceeds. (d) Each of the Selling Shareholders agrees, jointly and severally, to indemnify the Escrow Agent shall promptly refund to Issuer the amount and its employees, directors, officers and agents and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such advances not incurredparty’s action, and, jointly and severally, to indemnify the Escrow Agent and hold it harmless against any claims, costs, payments and expenses (including the fees and expenses of counsel) and all losses, liabilities, damages or expenses incurred by it in connection with the performance of its duties hereunder and them hereunder, except in either case for claims, costs, payments and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Agent resulting from its own wilful misconduct or negligence; provided, however, that in no case shall the total liability of the Selling Shareholders under this Section 7 exceed an amount equal to Selling Shareholders’ Escrowed Proceeds.

Indemnification of Escrow Agent. The Issuer Purchaser and the Servicing Agent agree Seller, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims, chargesactions and proceedings (whether asserted or commenced by Purchaser, harmsSeller or any other person or entity and whether or not valid), losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence or willful misconduct of such Indemnified Party in connection with Escrow Agent’s material breach of this Agreement. Purchaser and Seller further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Purchaser’s and Seller’s obligations hereunder. Solely as between Purchaser, on the one hand, and Seller, on the other hand, Purchaser shall be responsible for fifty percent (50%) of such indemnification obligations and Seller shall be responsible for fifty percent (50%) of such indemnification obligations and each Party shall be entitled to reimbursement from the other to the extent the amount of Losses actually paid by any Party to an Indemnified Party exceeds this agreed pro rata share. Purchaser and Seller agree that if any obligation to indemnify in accordance with this Section 11 is caused solely by or through one or the other Party, such Party will indemnify the other Party for any liability to the Escrow Agent. Upon Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable notice specifying in reasonable detail the amounts fees of fees and expenses Escrow Agent expects to expend, the Escrow Agent such counsel shall be entitled to advancement from Issuer (paid upon demand by Purchaser and issuer Seller jointly and severally. The obligations of Purchaser and Seller under this Section shall be entitled to contribution from Servicing survive any termination of this Agreement and the resignation or removal of Escrow Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. (a) The Issuer does hereby, and to the Servicing Agent agree extent any Securityholder is directly responsible, then the Issuer together with such Securityholder jointly and severally to defenddoes hereby: (i) release, indemnify and hold save harmless the Escrow Agent from all liabilities, actions, costs (including legal costs, expenses and its officers, employees and agents from and against all costsdisbursements), charges, harmsclaims, demands, damages, losses and other detriments expenses resulting from or arising out of the Escrow Agent's performance of its duties under this Agreement in good faith and without negligence; (ii) agree not to make or bring a claim or demand, or commence any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensesaction, and including fees and expenses on appeal or review, if any) which against the Escrow Agent may incur or sustain by reason in respect of or in connection with its obligations performance of its duties under this Agreement. Specifically, but Agreement in good faith and without limitation, the Issuer and the Servicing Agent negligence; and (iii) agree to indemnify and hold save harmless the Escrow Agent fromfrom all costs (including legal costs, against expenses and with respect to, any disbursements) and all loss, liability, damage, claim or expense damages that the Escrow Agent may suffer incurs or incur is required by law to pay as a result of any person's claim, demand or action in connection with the Escrow Agent's performance of its receipt, retention duties under this Agreement in good faith and disbursement without negligence. (b) This indemnity survives the release of the proceeds escrow securities, the resignation or termination of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent and the termination of this Agreement. (c) The Escrow Agent shall be liable for claims or damages only to Issuer, Servicing Agent, any Subscriber an aggregate maximum amount equal to the amount of fees paid by the Issuer to the Escrow Agent under this agreement hereunder in the twelve months preceding the last of the events giving rise to such claims or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewithdamages, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, that the Escrow Agent has acted in bad faith or engaged in willful misconduct. In no event shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredbe liable for indirect or consequential damages.

Indemnification of Escrow Agent. The Issuer Buyer and the Servicing Sellers ------------------------------- acknowledge that the Escrow Agent agree is acting solely as an escrow agent at their request and for their convenience and that the Escrow Agent shall not be liable to any such party for any act or omission on its part unless taken or suffered in willful disregard of this Agreement or involving gross negligence on the part of the Escrow Agent. The Buyer and the Sellers jointly and severally agree to defend, indemnify and hold harmless the Escrow Agent and its officers, employees and agents harmless from and against all costs, charges, harms, damages, losses claims and other detriments of any kind and nature whatsoever expenses (including without limitation its reasonable and actually attorneys' fees) incurred attorney fees and expensesin connection with the performance of the Escrow Agent's duties hereunder, and including fees and expenses on appeal except with respect to actions or review, if any) which omissions taken or suffered by the Escrow Agent may incur or sustain by reason in disregard of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct on the part of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses The Escrow Agent expects may act or refrain from acting in respect of any matter referred to expendherein in full reliance upon and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. Further, if a Certificate delivered to the Escrow Agent is not clear as to the Escrowed Property covered therein, the Escrow Agent shall be entitled (but under no obligation) to advancement from Issuer (seek clarification of the same before being required to distribute Escrowed Property pursuant to paragraph 4 above. The provisions of this Section 6.a. shall survive the termination of this Agreement. The Sellers and issuer shall be entitled to contribution from Servicing Agent) for Buyer accept the reasonable cost application of all legal fees and costs incurred the General Regulations Governing Banking Operations applied by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Agent. The Escrow Agent shall promptly refund to Issuer will perform its obligations insofar as there are no legal provisions or judgments which prevent it from doing so. The Escrow Agent will pay interest on Escrowed Funds after deduction of the amount of such advances not incurredBelgian withholding tax and other bank charges.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend, indemnify and hold harmless Unless the Escrow Agent and discharges any of its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations duties under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Agreement in violation of specific terms of this Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder is grossly negligent or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or guilty of willful misconduct of the with regard to its duties under this Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expendAgreement, the Escrow Agent shall not be entitled liable to advancement any person for any action taken or loss suffered by such person, nor for any mistake of fact, error of judgment, or for any actions or omissions of any kind. Except with respect to the foregoing liability exceptions, Parent and Kidville, jointly and severally, shall indemnify the Escrow Agent and hold it harmless from Issuer any and all claims, liabilities, losses, actions, suits or proceedings, or other expenses, fees, or charges of any character or nature, public or private, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement, and shall indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity, both at the trial and appellate levels (all of the foregoing in this Section 9, collectively, “Claims”); provided, however, that any amount that Parent and issuer Kidville are required to indemnify the Escrow Agent for hereunder shall be entitled paid 50% by Parent and 50% from the Escrow Funds, prior to contribution any other distribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it Escrow Funds (but parri passu with the Representatives’ right to indemnification as set forth in acting as Section 10 below). In the event such Escrow Funds are insufficient or cannot be utilized to indemnify the Escrow Agent hereunder; provided that in the event , Parent shall be fully responsible for such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredindemnification.

Indemnification of Escrow Agent. The Issuer Buyer and the Servicing Agent agree Sellers’ Representative, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims, chargesactions and proceedings(whether asserted or commenced by Buyer, harmsSellers’ Representative or any other person or entity and whether or not valid), losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence or willful misconduct of such Indemnified Party. Buyer and Sellers’ Representative further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Buyer’s and Sellers’ Representative’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Buyer and Sellers’ Representative jointly and severally. The obligations of Buyer and Sellers’ Representative under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Upon reasonable notice specifying in reasonable detail Without limiting the amounts joint and several nature of fees Buyer’s and expenses Sellers’ Representative’s obligations to Escrow Agent expects under this Section 11, Buyer and Sellers’ Representative agree between themselves that each will be responsible to expendthe other for one-half of such obligations, the Escrow Agent shall unless a court of competent jurisdiction determines that either Buyer or Sellers’ Representative is substantially or more at fault with regard to any matter giving rise to such obligations, in which case obligations among Buyer and Sellers’ Representative will be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred paid by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer them based upon the amount of fault ascribed to each of them by such advances court of competent jurisdiction. Buyer and Sellers’ Representative agree that the payment by Buyer or Sellers’ Representative of any claim by Escrow Agent for indemnification shall not incurredimpair, limit, modify or affect, as between Buyer and Sellers’ Representative, the respective rights and obligations of Buyer and Sellers’ Representative under the Purchase Agreement.

Indemnification of Escrow Agent. The Issuer Representative and the Servicing Agent agree Purchaser shall jointly and severally to defend, reimburse and indemnify and hold harmless the Escrow Agent and its officers, employees directors, employees, representatives and agents from for, and against hold it harmless against, any and all costs, charges, harmsout-of-pocket losses, damages, losses claims, penalties, judgments, settlements, actions, suits, proceedings, litigation, liability, reasonable and documented out-of-pocket costs or expenses in connection herewith (including, without limitation, reasonable and documented out-of-pocket fees, disbursements and other detriments charges of any kind and nature whatsoever (including without limitation its reasonable and actually outside legal counsel incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which by the Escrow Agent may incur in any dispute, controversy, action or sustain legal proceeding), reasonably incurred by reason the Escrow Agent arising out of or in connection with (a) its acceptance of, or the performance of its duties and obligations under this Agreement (except those arising out of or in connection with, determined by a court of competent jurisdiction, Escrow Agent’s willful misconduct, gross negligence or fraud), or (b) its following any instructions or other directions from the Representative or the Purchaser, as well as the reasonable and documented out-of-pocket costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. The Escrow Agent shall have a first lien for the amount of any such reasonable and documented out-of-pocket expenses, loss or for amounts due it under Section 4 hereof on the monies and other property held by it hereunder and shall be entitled, after ten (10) days’ prior notice to the Parties to this Agreement, to reimburse itself from such monies or property for the amount of any such expense, loss or amount due to it. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may retain and hold for such time as it deems necessary such amount of monies or property as it shall, from time to time, in its reasonable discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due to it under this Agreement. Specifically, but without limitation, The Parties acknowledge that the Issuer and foregoing indemnities shall survive the Servicing Agent agree to indemnify and hold harmless resignation or removal of the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement termination of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredAgreement.

Indemnification of Escrow Agent. The Issuer eGames and the Servicing Agent agree Cinemaware shall jointly and severally to defendon an equal basis (except as provided in Section 8 above) reimburse, indemnify and hold harmless the Escrow Agent and Agent, its officers, employees and agents (referred to in this Section 12 collectively and individually as the "Escrow Agent"), from and against all costsany loss, chargesdamage, harmsliability or claim suffered, damagesincurred by, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which asserted against the Escrow Agent may incur (including any amounts paid in settlement of any action, suit, proceeding, or sustain by reason claim brought or threatened to be brought and including expenses of legal counsel; provided, however, that the Escrow Agent shall not settle any such action, suit, proceeding or claim without first obtaining the written consent of eGames and Cinemaware (which consents will not be unreasonably withheld, conditioned or delayed), arising out of, in connection with or based upon any act or omission by the Escrow Agent relating in any way to this Agreement or its services hereunder, so long as the Escrow Agent has acted in good faith and without gross negligence. If the Escrow Agent incurs any such loss, damage, liability or claim in connection with the Escrow Agent's performance of its duties and obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree except resulting from its failure to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection comply with its receipt, retention duties and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into obligations under this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expendAgreement, the Escrow Agent shall be entitled to advancement from Issuer (reimburse itself for 50% of any such loss, damage, liability or claim out of the Escrow Stock, valued in accordance with Section 5(c) hereof, and issuer eGames shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as reimburse the Escrow Agent hereunder; provided that for the remaining 50%. eGames and Cinemaware may participate at their own expense in the event defense of any claim or action which may be asserted against the Escrow Agent, and if eGames so elects, eGames may assume the defense of such advances exceed claim or action; provided, however, that if there exists a conflict of interest which would make it inappropriate for the amounts actually incurredsame counsel to represent both eGames and the Escrow Agent, retention of separate counsel by Escrow Agent shall be reimbursable as hereinabove provided; and provided, further, that eGames shall not settle or compromise any such claim or action without the consent of Cinemaware, which consent shall not be unreasonably withheld, conditioned or delayed. The right of the Escrow Agent to indemnification hereunder shall promptly refund to Issuer survive its resignation or removal as Escrow Agent and shall survive the amount termination of such advances not incurredthis Agreement by lapse of time or otherwise.

Indemnification of Escrow Agent. The Issuer Purchaser and the Servicing Agent agree Seller shall jointly and severally to defendindemnify, indemnify defend and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, agents and employees and agents (each, an “Indemnitee”) from and against any and all claims, costs, chargesexpenses, harmsdemands, judgments, losses, damages, losses and other detriments of any kind and nature whatsoever liabilities, penalties, settlements actions, suits, proceedings, litigation, investigations, costs or expenses (including including, without limitation its limitation, reasonable and actually incurred attorney fees and expenses, and including documented fees and expenses on appeal or reviewof outside legal counsel and experts and their staffs and all expense of document location, if anyduplication and shipment) which the Escrow Agent may incur or sustain by reason (collectively “Losses”) arising out of or in connection with its obligations under (i) Escrow Agent’s execution and performance of this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, enforcement of any and all loss, liability, damage, claim rights or expense that the Escrow Agent may suffer remedies under or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewithAgreement, except to the extent such loss, liability, damage, claim or expense arises from Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of the Escrow Agent. Upon reasonable notice specifying , and (ii) its following, accepting or acting upon any instructions or other directions from Purchaser and Seller received in reasonable detail accordance with the amounts terms and provisions of fees and expenses this Agreement, except to the extent such Losses result from a breach by Escrow Agent expects to expendof this Agreement. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or the removal of Escrow Agent or the termination of this Agreement. Purchaser and Seller hereby grant Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Amount for the payment of any claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Amount for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under this Section 3(g). If any amount is withdrawn from the Escrow Amount to indemnify the Escrow Agent or an Indemnitee for Losses under this Section 3(g), Seller and Purchaser shall each immediately replenish an amount equal to 50% of the amount withdrawn, to the extent Seller or Purchaser, respectively, has not already paid its portion of such Losses to the Escrow Agent or the Indemnitee. In addition, as between the Parties, if any amount paid by Seller or Purchaser on account of indemnification obligations owed pursuant to this Section 3(g) is in excess of one-half thereof, the Party that paid such excess amount shall be entitled to advancement from Issuer reimbursement of such amount (plus all reasonable and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal documented attorneys’ fees and costs expenses incurred by it in acting as connection with enforcing this provision, if any) from the other Party. The obligations contained in this Section 3(g) shall survive the termination of the Agreement and the resignation, replacement or removal of Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredAgent.

Indemnification of Escrow Agent. The Issuer and parties hereto (other than the Servicing Agent agree Escrow Agent) jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent fromand each of its officers, against directors and with respect toemployees harmless from and against, any and all losslosses, liabilityclaims, damageliabilities, claim or expense that costs, damages and expenses, including, without limitation, reasonable counsel fees and expenses which may be imposed on the Escrow Agent may suffer or incur such persons or incurred by any of them directly or indirectly in connection with its receipt, retention and disbursement this Agreement or acceptance of this appointment as the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewiththe performance of its duties hereunder (the “Indemnity Claims”), except to the extent such lossIndemnity Claims arise out of or are caused by the Escrow Agent’s bad faith, liability, damage, claim or expense arises from the gross negligence or willful or intentional misconduct. Such indemnity shall include, without limitation, all losses, damages, liabilities and expenses (including reasonable counsel fees and expenses) incurred in connection with any litigation (whether at the trial or appellate levels) arising from this Agreement or involving the subject matter hereof. The Escrow Agent shall not be liable for any action taken or omitted or for any Indemnity Claims or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of bad faith, gross negligence or willful or intentional misconduct on its part. In no event shall the Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any party hereto or any entity acting on behalf of any party hereto that is not inconsistent with terms hereof, (ii) for any consequential, punitive or special damages, or (iii) for an amount in excess of the Escrow Amount. The indemnification provisions contained in this Section 7 are in addition to any other rights any of the indemnified parties may have by law or otherwise and shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent. Upon reasonable notice specifying All Indemnity Claims for which the indemnified parties are entitled to indemnification under this Section 7 will be satisfied first by PESI and Parent each paying 50% of such Indemnity Claims, however if Parent and PESI fail to pay their respective portion of such Escrow Claim in reasonable detail a timely manner, then such unpaid portion may be payable out of the amounts of fees Escrow Amount and, to the extent that Escrow Amount is not sufficient to pay such Indemnity Claims, the other parties hereto will be jointly and expenses Escrow Agent expects severally responsible for the payment thereof. If, pursuant to expendthe preceding sentence, the Escrow Agent shall be entitled deducts any sums from the Escrow Amount as a result of PESI’s failure to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as pay or reimburse the Escrow Agent hereunder; provided that in for its own portion of the event such advances exceed Escrow Claim as required by this Section 7, PESI shall indemnify Homeland for the amounts actually incurred, amount deducted by the Escrow Agent shall promptly refund to Issuer the amount as a result of such advances not incurredfailure.

Indemnification of Escrow Agent. The Issuer Each of Cubist and the Servicing Agent agree jointly Shareholders, severally and severally to not jointly, will indemnify, defend, indemnify and hold harmless the Escrow Agent (and its respective officers, employees directors, shareholders, partners, employees, agents, and agents other representatives) from and against all costs, charges, harms, damages, losses losses, costs and expenses (including, without limitation, reasonable attorney's fees and other detriments defense costs and expenses ) related to or arising, directly or indirectly, out of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensesclaim made by any Interested Party, and including fees and expenses on appeal any Shareholder or review, if any) which any third party against the Escrow Agent may incur or sustain by reason of or in connection with this Escrow Agreement or with the administration by the Escrow Agent of its obligations under this Agreement. Specificallyduties hereunder, but excepting only such damages, losses, costs and expenses (including, without limitation, attorney's fees and other defense costs and expenses ) as may be finally determined by a court of competent jurisdiction to have been caused directly by the Issuer Escrow Agent's gross negligence, bad faith or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the Servicing Agent agree termination of this Escrow Agreement. In the event that Cubist, on the one hand, or the Shareholders, on the other hand, are required to indemnify and hold harmless the Escrow Agent frompursuant to this Section 7, against and with respect tothen, without altering or limiting the liability of any and all loss, liability, damage, claim of the Shareholders or expense that Cubist to the Escrow Agent hereunder, Cubist or the Shareholders, as the case may suffer be, may seek indemnification for such payment against the Shareholders or incur in connection with its receiptCubist, retention respectively, if and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except only to the extent that Cubist or the Shareholders, as the case may be, are entitled to indemnification therefor in accordance with the provisions of the Shareholders' Agreement. In the event that any of Cubist or the Shareholders shall be obligated or required to indemnify the Escrow Agent pursuant to this Section 7, then, without limiting the generality of the immediately preceding sentence if and to the extent applicable, such lossindemnifying person shall have the right to seek contribution from Cubist and/or any Shareholder, liabilityas applicable, damageif and to the extent that Cubist and/or such Shareholder, claim or expense arises from as applicable, are also responsible for the gross negligence or willful misconduct of facts and circumstances that gave rise to the indemnification obligation to the Escrow Agent. Upon reasonable notice specifying in reasonable detail The amount of any such contribution obligation or liability among Cubist and/or the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent Shareholders shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for equitably determined taking into account the reasonable cost degree of all legal fees and costs incurred by it in acting as fault of Cubist and/or the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredShareholders.

Indemnification of Escrow Agent. The Issuer Purchaser and the Servicing Agent agree Seller jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent fromand each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Escrow Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Escrow Agent’s legal counsel) which may be paid, incurred or suffered by any Escrow Indemnified Party by reason of or as a result or in connection with respect tothe Escrow Agent’s execution of, and performance of, its duties set forth in this Agreement, or any and all loss, liability, damage, claim or expense that written instructions delivered to the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of by the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewithparties pursuant hereto, except to the extent that any such claim, loss, liability, damage, claim cost, penalty, fine or expense arises results from the fraud, gross negligence or negligence, willful misconduct or bad faith on the part of such Escrow Indemnified Party. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages. In no case shall Purchaser or Seller be liable under this indemnity for any claim against any of the Escrow Agent. Upon reasonable notice specifying in reasonable detail Indemnified Parties unless Purchaser and Seller shall be notified by the amounts of fees and expenses Escrow Agent expects to expendof the written assertion of a claim or of any action commenced against the Escrow Indemnified Parties, promptly after a Responsible Officer (as defined below) of the Escrow Agent shall be entitled have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to advancement from Issuer (the nature and issuer basis of the claim. As used herein, “Responsible Officer” shall mean an officer of the Escrow Agent assigned to and working in its [Corporate Trust Department]. Purchaser and Seller shall be entitled to contribution from Servicing Agent) participate at their own expense in the defense and, if Purchaser and Seller so elect at any time after receipt of such notice, Purchaser and Seller may assume the defense of any suit brought to enforce any such claim. The Escrow Agent shall have the right but shall be under no obligation to employ separate counsel in any such suit and participate in the defense thereof. As between Purchaser and Seller, to the extent that there is any liability for the reasonable cost of all legal fees and costs incurred by it in acting as obligations to the Escrow Agent hereunder; provided that in the event under this paragraph, Purchaser and Seller may apportion such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredliabilities as agreed by Purchaser and Seller.

Indemnification of Escrow Agent. The Issuer Sellers, the Stockholder, Mr. Folz and the Servicing Agent agree jointly Purchaser shxxx xxxxtly and severally to defend, reimburse and indemnify and hold harmless the Escrow Agent (it being understood among the Sellers, the Stockholder, Mr. Folz and its officersthe Purchaser, employees txxx xxx Sellers, the Stockholder and agents from and against all costsMr. Folz, chargeson the one hand, harmsanx xxx Xxrchaser on the other hand, damages, losses and other detriments shall each bear 50% of the aggregate responsibility of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensessuch indemnity) for, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold it harmless the Escrow Agent from, against and with respect toagainst, any and all loss, liability, damagecosts or expenses in connection herewith (including fees, disbursements and other charges of counsel incurred by the Escrow Agent in any dispute, controversy, action or legal proceeding between it and one of the other parties hereto, or between it and a third party, or pursuant to Section 7 hereof), incurred by the Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement (except those arising out of or in connection with Escrow Agent's willful misconduct) as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement. The Escrow Agent shall have a lien for the amount of any such expenses or loss on the monies and other property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any such expense that or loss. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may suffer retain and hold for such time as it deems necessary such amount of monies or incur in connection with its receiptproperty as it shall, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating from time to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third partytime, in entering into its sole discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due to it under this Agreement and performing its obligations hereunder Escrow Agreement. For the purposes hereof, the term "loss or otherwise in connection herewithexpense" shall include all amounts paid or payable to satisfy any claim, except to the extent such loss, demand or liability, damageor in settlement of any claim, claim demand, action, suit or expense arises from proceeding settled with the gross negligence or willful misconduct express written consent of the Escrow Agent. Upon , and all costs and expenses, including, but not limited to, reasonable notice specifying in reasonable detail the amounts of counsel fees and expenses Escrow Agent expects to expenddisbursements, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs paid or incurred by it in acting as the Escrow Agent hereunder; provided that in the event investigating or defending against any such advances exceed the amounts actually incurredclaim, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurreddemand, action, suit or proceeding.

Indemnification of Escrow Agent. The Issuer Subject to the provisions of Section 6(b) above, Wilsons and the Servicing Agent agree Agent, on behalf of the Senior Lenders, will jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officers, employees and agents harmless from and against all costs, charges, harms, damages, losses judgments, attorneys' fees, expenses, obligations, and other detriments liabilities of any every kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur incur, sustain, or sustain by reason of or be required to pay in connection with its obligations under or arising out of this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless pay to the Escrow Agent fromon demand the amount of all such consents, against and with respect todamages, any and all lossjudgments, liabilityattorneys' fees, damageexpenses, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribersobligations, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewithliabilities, except to the extent such loss, liability, damage, claim or liability and expense arises as may result from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, If the Escrow Agent is entitled to receive, pursuant to this Section 6(d), any amount in indemnification, then, as between Wilsons, on the one hand, and the Agent on behalf of the Senior Lenders, on the other hand, each shall be entitled to advancement from Issuer (responsible for one-half thereof and issuer shall be entitled to contribution from Servicing Agent) the other or others for the reasonable cost of all legal fees and costs incurred by it in acting as any excess paid to the Escrow Agent hereunder; provided that in Agent. In the event any such advances exceed indemnification expense shall arise by reason of acts or omissions of Wilsons or the amounts actually incurredAgent in violation of any of their respective obligations under this Agreement, then the party or parties which is or are in such violation shall be liable for payment of the amount of such part of the indemnification expense arising from such acts or omissions. Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Wilsons and the Agent (on behalf of the Senior Lenders) to indemnify the Escrow Agent shall promptly refund be limited to Issuer the amount extent of the interest of such advances not incurredparty in the Escrow Funds.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature axx xxture whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. The Issuer Buyer and the Servicing Agent agree Sellers’ Representative, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims, chargesactions and proceedings (whether asserted or commenced by Buyer, harmsSellers’ Representative or any other person or entity and whether or not valid), losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence or willful misconduct of such Indemnified Party. Buyer and Sellers’ Representative further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Buyer’s and Sellers’ Representative’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Buyer and Sellers’ Representative jointly and severally. The obligations of Buyer and Sellers’ Representative under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Upon reasonable notice specifying in reasonable detail Without limiting the amounts joint and several nature of fees Buyer’s and expenses Sellers’ Representative’s obligations to Escrow Agent expects under this Section 11, Buyer and Sellers’ Representative agree between themselves that each will be responsible to expendthe other for one-half of such obligations, the Escrow Agent shall unless a court of competent jurisdiction determines that either Buyer or Sellers’ Representative is substantially or more at fault with regard to any matter giving rise to such obligations, in which case obligations among Buyer and Sellers’ Representative will be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred paid by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer them based upon the amount of fault ascribed to each of them by such advances court of competent jurisdiction. Buyer and Sellers’ Representative agree that the payment by Buyer or Sellers’ Representative of any claim by Escrow Agent for indemnification shall not incurredimpair, limit, modify or affect, as between Buyer and Sellers’ Representative, the respective rights and obligations of Buyer and Sellers’ Representative under the Purchase Agreement.

Indemnification of Escrow Agent. The Issuer Parent and the Servicing Agent agree Stockholder Representative shall jointly and severally to defendindemnify, indemnify defend and hold harmless the Escrow Agent and its officers, employees directors, employees, representatives and agents agents, from and against and reimburse the Escrow Agent for any and all costsclaims, chargesexpenses, harmsobligations, liabilities, losses, damages, losses injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and other detriments expenses (including reasonable attorney’s fees and expenses) of any whatever kind and or nature whatsoever (regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the Escrow Agent by reason of its participation in the transactions contemplated hereby, including without limitation its all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs except to the extent caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 7 shall survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent. As between Parent and the Stockholder Representative, each of Parent, on the one hand, and the Stockholder Representative, on the other hand, agrees to hold the other (the “Other Party”) harmless from, and indemnify the Other Party against, the costs, damages, judgments, attorneys’ fees, expenses, obligations, and liabilities incurred or paid by the Other Party (including reasonable and actually incurred attorney documented attorneys’ fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason arising out of or in connection with its the performance of the Other Party’s obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim Section 7 or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except Section 8 to the extent attributable to any act or omission of such lossparty; provided, liabilitythat to the extent any amounts payable under this Section 7 or Section 8 are not the result of any act or omission of either party, damageParent and the Stockholder Representative agree that Parent, claim or expense arises from on the gross negligence or willful misconduct one hand, and the Stockholder Representative (on behalf of the Escrow Agent. Upon reasonable notice specifying in reasonable detail Company Stockholders) on the amounts of fees and expenses Escrow Agent expects to expendother hand, the Escrow Agent shall each be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) liable for the reasonable cost 50% of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredpayable under this this Section 7 or Section 8.

Indemnification of Escrow Agent. (a) The Issuer Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent s own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own negligence, willful misconduct or gross negligence. (c) Each of the Corporation and the Servicing Company agrees to jointly and severally indemnify the Escrow Agent and its employees, directors, officers and agents and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party s action, and the parties agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officershold it harmless against any claims, employees and agents from and against all costs, chargespayments, harms, damages, losses and other detriments of any kind and nature whatsoever expenses (including without limitation its reasonable and actually incurred attorney fees and expenses, and including the fees and expenses on appeal or review, if anyof counsel) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs liabilities incurred by it in acting as connection with the performance of its duties hereunder and them hereunder, except in either case for claims, costs, payments, and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Agent hereunder; provided that in resulting from its own negligence, willful misconduct or gross negligence. The Corporation, and the event such advances exceed Company agree to reimburse each other for one-half of any payments made by them pursuant to this Section 7(c) with respect to liabilities for which the amounts actually incurred, the Escrow Agent shall promptly refund parties are jointly liable pursuant to Issuer the amount of such advances not incurredthis Section 7(c).

Indemnification of Escrow Agent. (a) The Issuer Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or liable under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the Servicing authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent agree jointly shall have no responsibility for the contents of any such writing contemplated herein and severally may rely without any liability upon the contents thereof. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to defendbe authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or gross negligence. (c) The Company agrees to indemnify and hold harmless the Escrow Agent and its officersemployees, employees directors, officers and agents from and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and to indemnify the Escrow Agent and hold it harmless against any claims, costs, chargespayments, harms, damages, losses and other detriments of any kind and nature whatsoever expenses (including without limitation its reasonable and actually incurred attorney fees and expenses, and including the fees and expenses on appeal or reviewof counsel) and all liabilities incurred by it in connection with the performance of its duties hereunder and them hereunder, if anyexcept in either case for claims, costs, payments, and expenses (including the fees and expenses of counsel) which and liabilities incurred by the Escrow Agent may incur resulting from its own willful misconduct or sustain by reason gross negligence. The provisions of or in connection with its obligations under this Agreement. Specifically, but without limitation, Section 7 shall survive the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement termination of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim resignation or expense arises from the gross negligence or willful misconduct removal of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. The Issuer 11.1. GoAmerica and the Servicing Agent agree Flash shall, jointly and severally to defendseverally, reimburse, indemnify and hold harmless the Escrow Agent and Agent, its officers, employees and agents (referred to in this Section 11 collectively and individually as the "Escrow Agent"), from and against any and all costsexpenses, chargesincluding reasonable counsel fees and disbursements, harmsor loss suffered by the Escrow Agent in connection with any action, damagessuit or other proceeding involving any claim, losses or in connection with any claim or demand asserted against the Escrow Agent, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it hereunder. The Escrow Agent shall have a lien for the amount of any such expenses or loss on the monies and other detriments property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensessuch expense or loss. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, and including fees and expenses on appeal suit or reviewproceeding, the Escrow Agent shall, if any) a claim in respect thereof is to be made against GoAmerica and Flash, notify GoAmerica and Flash thereof in writing, but the failure by the Escrow Agent to give such notice shall not relieve GoAmerica and Flash from any liability which they may have to the Escrow Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may incur retain and hold for such time as it deems necessary such amount of monies or sustain by reason property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due it under Section 7. 11.2. For purposes of this Section 11, the term "expense or loss" shall include all amounts paid or payable to satisfy any claim, demand or liability, or in connection settlement of any claim, demand, action, suit or proceeding settled with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct express written consent of the Escrow Agent. Upon , and all costs and expenses, including, but not limited to, reasonable notice specifying in reasonable detail the amounts of counsel fees and expenses disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. 11.3. GoAmerica and Flash may participate at their own expense in the defense of any claim or action that may be asserted against the Escrow Agent expects Agent, and if GoAmerica or Flash so elects, either may assume the defense of such claim or action; provided, however, that if there exists a conflict of interest that would make it inappropriate for the same counsel to expendrepresent both GoAmerica or Flash, as the case may be, and the Escrow Agent, retention of separate counsel by the Escrow Agent shall be entitled to advancement from Issuer (reimbursable as hereinabove provided; and issuer provided, further, that GoAmerica shall not settle or compromise any such claim or action without the consent of Flash, which consent shall not be entitled to contribution from Servicing Agent) for unreasonably withheld, and Flash shall not settle or compromise any such claim or action without the reasonable cost consent of all legal fees and costs incurred by it in acting as GoAmerica, which consent shall not be unreasonably withheld. The parties will notify the Escrow Agent hereunder; provided that in writing of their intention to participate or assume the event such advances exceed the amounts actually incurred, defense of any claim. The right of the Escrow Agent to indemnification hereunder shall promptly refund to Issuer survive its resignation or removal as Escrow Agent and shall survive the amount termination of such advances not incurredthis Agreement by lapse of time or otherwise.

Indemnification of Escrow Agent. The Issuer Trust and the Servicing Agent agree Adviser, jointly and severally to defendseverally, hereby indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee, attorney, agent and agents from affiliate of the Escrow Agent (the "Indemnitees") against any and against all costsactions, chargesclaims, harmslosses, damages, losses liabilities, fines, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs and expenses and the reasonable allocated costs and expenses of in-house counsel) ("Losses") incurred by or asserted against any of them from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, proceeding or investigation by any person, including without limitation its reasonable and actually incurred attorney fees and expensesthe Trust or the Adviser, and including fees and expenses on appeal whether threatened or reviewinitiated, if any) which the Escrow Agent may incur asserting a claim for any legal or sustain by reason of equitable remedy against any person under any statute or regulation, or common law or equitable cause or otherwise arising from or in connection with its obligations under the negotiation, preparation, execution, performance or failure of performance of this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber Agreement or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, transaction contemplated herein; except to the extent for any such loss, liability, damage, claim or expense arises Losses arising from any liability resulting solely from the gross negligence or willful misconduct of the Escrow AgentAgent or other party claiming indemnification. Upon reasonable notice specifying In addition to and not in reasonable detail limitation of the amounts immediately preceding sentence, the Trust and the Adviser, jointly and severally, also hereby indemnify and hold harmless the Indemnitees and each of fees them from and expenses Escrow Agent expects to expendagainst any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them for following any instruction or other direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement. The provisions of this Section 9 shall be entitled to advancement from Issuer (survive the termination of this Escrow Agreement and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost resignation or removal of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event such advances exceed the amounts actually incurred, shall the Escrow Agent shall promptly refund be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Issuer lost profits), even if the amount Escrow Agent has been advised of such advances not incurredloss or damage and regardless of the form of action.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend, indemnify and hold harmless Unless the Escrow Agent and discharges any of its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations duties under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Agreement in violation of specific terms of this Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder is grossly negligent or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or guilty of willful misconduct of the with regard to its duties under this Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expendAgreement, the Escrow Agent shall not be entitled liable to advancement any person for any action taken or loss suffered by such person, nor for any mistake of fact, error of judgment, or for any actions or omissions of any kind. Except with respect to the foregoing liability exceptions, Parent and Neovasc, jointly and severally, shall indemnify the Escrow Agent and hold it harmless from Issuer any and all claims, liabilities, losses, actions, suits or proceedings, or other expenses, fees, or charges of any character or nature, public or private, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement, and shall indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity, both at the trial and appellate levels (all of the foregoing in this Section 9, collectively, “Claims”); provided, however, that any amount that Parent and issuer Neovasc are required to indemnify the Escrow Agent for hereunder shall be entitled paid 50% by Parent and 50% from the Escrow Funds, prior to contribution any other distribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it Escrow Funds (but parri passu with the Representatives right to indemnification as set forth in acting as Section 10 below). In the events such Escrow Funds are insufficient or cannot be utilized to indemnify the Escrow Agent hereunder; provided that in the event , Parent shall be fully responsible for such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredindemnification.

Indemnification of Escrow Agent. The Issuer Purchaser and the Servicing Agent agree Seller, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims, chargesactions and proceedings (whether asserted or commenced by Purchaser, harmsSeller or any other person or entity and whether or not valid), losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence or willful misconduct of such Indemnified Party in connection with Escrow Agent’s material breach of this Agreement. Purchaser and Seller further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Purchaser’s and Seller’s obligations to Escrow Agent under this Agreement. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Purchaser and Seller jointly and severally. The obligations of Purchaser and Seller under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred12.

Indemnification of Escrow Agent. The Issuer Acquirer and the Servicing Agent Indemnifying Shareholders and their respective successors and assigns agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent harmless against any and its officersall losses, employees and agents from and against all costs, charges, harmsclaims, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees liabilities and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel, and including fees and expenses disbursements that may be imposed on appeal or review, if any) which the Escrow Agent may incur Agent, or sustain incurred by reason of or it in connection with the performance of its obligations duties under this Escrow Agreement, including but not limited to any arbitration or litigation arising from this Escrow Agreement or involving its subject matter. Specifically, but without limitation, the Issuer The costs and expenses of enforcing this right of indemnification shall be paid by Acquirer and the Servicing Agent agree Indemnifying Shareholders, provided, however, that the Acquirer and the Indemnifying Shareholders shall not pay such costs and expenses to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense extent that the Escrow Agent may suffer is judicially determined to have been negligent or incur in connection acted with its receipt, retention and disbursement willfull misconduct. This right of indemnification shall survive the proceeds termination of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribersthis Escrow Agreement, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber the removal or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct resignation of the Escrow Agent. Upon reasonable notice specifying Nothing contained in reasonable detail this Section 11 shall impair the amounts rights of fees the Indemnifying Shareholders and expenses Escrow Agent expects Acquirer, as between themselves, including without limitation, their rights to expend, enforce the provisions of Section 8 hereof with respect to the allocation of the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred's fees.

Indemnification of Escrow Agent. The Issuer Trust and the Servicing Agent agree Adviser, jointly and severally to defendseverally, hereby indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee, attorney, agent and agents from affiliate of the Escrow Agent (the “Indemnitees”) against any and against all costsactions, chargesclaims, harmslosses, damages, losses liabilities, fines, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including, without limitation, reasonable attorneys’ fees, costs and expenses and the reasonable allocated costs and expenses of in-house counsel) (“Losses”) incurred by or asserted against any of them from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, proceeding or investigation by any person, including without limitation its reasonable and actually incurred attorney fees and expensesthe Trust or the Adviser, and including fees and expenses on appeal whether threatened or reviewinitiated, if any) which the Escrow Agent may incur asserting a claim for any legal or sustain by reason of equitable remedy against any person under any statute or regulation, or common law or equitable cause or otherwise arising from or in connection with its obligations under the negotiation, preparation, execution, performance or failure of performance of this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber Agreement or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, transaction contemplated herein; except to the extent for any such loss, liability, damage, claim or expense arises Losses arising from any liability resulting solely from the gross negligence or willful misconduct of the Escrow AgentAgent or other party claiming indemnification. Upon reasonable notice specifying In addition to and not in reasonable detail limitation of the amounts immediately preceding sentence, the Trust and the Adviser, jointly and severally, also hereby indemnify and hold harmless the Indemnitees and each of fees them from and expenses Escrow Agent expects to expendagainst any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them for following any instruction or other direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement. The provisions of this Section 9 shall be entitled to advancement from Issuer (survive the termination of this Escrow Agreement and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost resignation or removal of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event such advances exceed the amounts actually incurred, shall the Escrow Agent shall promptly refund be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Issuer lost profits), even if the amount Escrow Agent has been advised of such advances not incurredloss or damage and regardless of the form of action.

Indemnification of Escrow Agent. The Issuer Buyers’ Parent and the Servicing Agent agree Sellers’ Parent, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims (whether asserted by Buyers’ Parent, chargesSellers’ Parent or any other person or entity and whether or not valid), harmsactions, proceedings, losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by the Bankruptcy Court, liabilityto have been directly caused solely by the fraud, damage, claim or expense arises from the gross negligence or willful misconduct or breach of this Agreement of such Indemnified Party in connection with Escrow Agent’s breach of this Agreement. Buyers’ Parent and Sellers’ Parent further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Buyers’ Parent’s and Sellers’ Parent’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Buyers’ Parent and Sellers’ Parent jointly and severally. The obligations of Buyers’ Parent and Sellers’ Parent under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Upon reasonable notice specifying in reasonable detail Notwithstanding the amounts of fees foregoing, (i) as between Buyers’ Parent and expenses Escrow Agent expects to expendSellers’ Parent, the Escrow Agent each such party shall be entitled responsible for one- half of any such amounts and (ii) in no event shall Buyers’ Parent or Sellers’ Parent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for lost profits), even if Buyers’ Parent or Sellers’ Parent has been advised of the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount likelihood of such advances not incurreddamages or penalty and regardless of the form of action.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend, indemnify and hold harmless Unless the Escrow Agent and discharges any of its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations duties under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Agreement in violation of specific terms of this Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder is grossly negligent or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or guilty of willful misconduct of the with regard to its duties under this Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expendAgreement, the Escrow Agent shall not be entitled liable to advancement any person for any action taken or loss suffered by such person, nor for any mistake of fact, error of judgment, or for any actions or omissions of any kind. Except with respect to the foregoing liability exceptions, Parent and B-Balloon, jointly and severally, shall indemnify the Escrow Agent and hold it harmless from Issuer any and all claims, liabilities, losses, actions, suits or proceedings, or other expenses, fees, or charges of any character or nature, public or private, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement, and shall indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity, both at the trial and appellate levels (all of the foregoing in this Section 9, collectively, “Claims”); provided, however, that any amount that Parent and issuer B-Balloon are required to indemnify the Escrow Agent for hereunder shall be entitled paid 50% by Parent and 50% from the Escrow Funds, prior to contribution any other distribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it Escrow Funds (but parri passu with the Representatives right to indemnification as set forth in acting as Section 10 below). In the events such Escrow Funds are insufficient or cannot be utilized to indemnify the Escrow Agent hereunder; provided that in the event , Parent shall be fully responsible for such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredindemnification.

Indemnification of Escrow Agent. (a) The Issuer Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or gross negligence. (c) Each of the Company the Trust and the Servicing Placement Agent agrees to jointly and severally indemnify the Escrow Agent and its employees, directors, officers and agents and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and the parties agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent and its officershold it harmless against any claims, employees and agents from and against all costs, chargespayments, harms, damages, losses and other detriments of any kind and nature whatsoever expenses (including without limitation its reasonable and actually incurred attorney fees and expenses, and including the fees and expenses on appeal or reviewof counsel) and all liabilities incurred by it in connection with the performance of its duties hereunder and them hereunder, if anyexcept in either case for claims, costs, payments, and expenses (including the fees and expenses of counsel) which and liabilities incurred by the Escrow Agent may incur resulting from its own willful misconduct or sustain by reason of or in connection with its obligations under this Agreementgross negligence. Specifically, but without limitationThe Company, the Issuer Trust and the Servicing Placement Agent agree to indemnify and hold harmless the Escrow Agent from, against and reimburse each other for one-half of any payments made by them pursuant to this Section 7(c) with respect to, any and all loss, liability, damage, claim or expense that to liabilities for which the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement parties are jointly liable pursuant to this Section 7(c). The provisions of this Section 7 shall survive the termiantion of the proceeds of the Offering, its collection, retention and disclosure of information relating to Agreement or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber resignation or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct removal of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend11.1. GOAM shall reimburse, indemnify and hold harmless the Escrow Agent and Agent, its officers, employees and agents (referred to in this Section 11 collectively and individually as the "Escrow Agent"), from and against any and all costsany and all expenses, chargesincluding reasonable counsel fees and disbursements, harmsor loss suffered by the Escrow Agent in connection with any action, damagessuit or other proceeding involving any claim, losses or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it hereunder. The Escrow Agent shall have a lien for the amount of any such expenses or loss on the monies and other detriments property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensessuch expense or loss. Promptly after the receipt by the Escrow Agent or notice of any demand or claim or the commencement of any action, and including fees and expenses on appeal suit or reviewproceeding, the Escrow Agent shall, if any) a claim in respect thereof is to be made against GOAM, notify GOAM thereof in writing, but the failure by the Escrow Agent to give such notice shall not relieve GOAM from any liability which they may have to the Escrow Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may incur retain and hold for such time as it deems necessary such amount of monies or sustain by reason property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due it under Section 7. 11.2. For purposes of this Section 11, the term "expense or loss" shall include all amounts paid or payable to satisfy any claim, demand or liability, or in connection settlement of any claim, demand, action, suit or proceeding settled with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct express written consent of the Escrow Agent. Upon , and all costs and expenses, including, but not limited to, reasonable notice specifying in reasonable detail the amounts of counsel fees and expenses disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. 11.3. GOAM and the Stockholders may participate at their own expense in the defense of any claim or action that may be asserted against the Escrow Agent expects Agent, and if GOAM or the Stockholders so elects, either may assume the defense of such claim or action; provided, however, that if there exists a conflict of interest that would make it inappropriate for the same counsel to expendrepresent both GOAM or the Stockholders, as the case may be, and the Escrow Agent, retention of separate counsel by the Escrow Agent shall be entitled to advancement from Issuer (reimbursable as hereinabove provided; and issuer provided, further, that GOAM shall not settle or compromise any such claim or action without the consent of the Stockholders, which consent shall not be entitled to contribution from Servicing Agent) for unreasonably withheld, and the reasonable cost Stockholders shall not settle or compromise any such claim or action without the consent of all legal fees and costs incurred by it in acting as GOAM, which consent shall not be unreasonably withheld. The parties will notify the Escrow Agent hereunder; provided that in writing of their intention to participate or assume the event such advances exceed the amounts actually incurred, defense of any claim. The right of the Escrow Agent to indemnification hereunder shall promptly refund to Issuer survive its resignation or removal as Escrow Agent and shall survive the amount termination of such advances not incurredthis Agreement by lapse of time or otherwise.

Indemnification of Escrow Agent. The Issuer (a) Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will have no duty to enforce any obligation of any person or entity, other than Escrow Agent, to make any payment or delivery not expressly set forth herein or to direct or enforce any obligation of any person to perform any other act. Escrow Agent will be under no liability to anyone due to any failure of any party other than Escrow Agent to perform its obligations. Except for this Agreement and instructions given to Escrow Agent pursuant to its terms, Escrow Agent will not be obligated to recognize any agreement between or among any of the Servicing parties hereto (other than Escrow Agent), notwithstanding its knowledge thereof. (b) Escrow Agent agree will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively and will be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel, statement, instrument, report or other paper or document that Escrow Agent reasonably believes to be genuine and to be signed or presented by the proper person or persons. (c) Escrow Agent will be indemnified and held harmless jointly and severally to defend, indemnify by Seller and hold harmless the Escrow Agent and its officers, employees and agents Shareholders from and against all costsany expenses, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney counsel fees and expensesdisbursements, and including fees and expenses on appeal claims, damages or review, if any) which the losses suffered by Escrow Agent may incur or sustain by reason of or in connection with its obligations any claim or demand, which, in any way, directly or indirectly, arises out of or relates to this Agreement, unless Escrow Agent is guilty of willful misconduct, fraud or gross negligence under this Agreement. SpecificallyPromptly after the receipt by Escrow Agent of notice of any such demand or claim or the commencement of any action, but without limitationsuit or proceeding relating thereto, Escrow Agent will notify the Issuer other parties hereto in writing. Seller and the Servicing Agent agree Shareholders shall have the right to indemnify and hold harmless the Escrow Agent fromdefend any such action, against and with respect to, any and all loss, liability, damage, claim suit or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredproceeding at their expense.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree jointly and severally to defend11.1. GoAmerica shall reimburse, indemnify and hold harmless the Escrow Agent and Agent, its officers, employees and agents (referred to in this Section 11 collectively and individually as the "Escrow Agent"), from and against any and all costsexpenses, chargesincluding reasonable counsel fees and disbursements, harmsor loss suffered by the Escrow Agent in connection with any action, damagessuit or other proceeding involving any claim, losses or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it hereunder. The Escrow Agent shall have a lien for the amount of any such expenses or loss on the monies and other detriments property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensessuch expense or loss. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, and including fees and expenses on appeal suit or reviewproceeding, the Escrow Agent shall, if any) a claim in respect thereof is to be made against GoAmerica, notify GoAmerica thereof in writing, but the failure by the Escrow Agent to give such notice shall not relieve GoAmerica from any liability which they may have to the Escrow Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Escrow Agent may incur retain and hold for such time as it deems necessary such amount of monies or sustain by reason property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due it under Section 7. 11.2. For purposes of this Section 11, the term "expense or loss" shall include all amounts paid or payable to satisfy any claim, demand or liability, or in connection settlement of any claim, demand, action, suit or proceeding settled with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct express written consent of the Escrow Agent. Upon , and all costs and expenses, including, but not limited to, reasonable notice specifying in reasonable detail the amounts of counsel fees and expenses disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. 11.3. GoAmerica and the Shareholders may participate at their own expense in the defense of any claim or action that may be asserted against the Escrow Agent expects Agent, and, if GoAmerica or the Shareholder Representative (acting for the Shareholders) so elects, either may assume the defense of such claim or action; provided, however, that if there exists a conflict of interest that would make it inappropriate for the same counsel to expendrepresent both GoAmerica or the Shareholders, as the case may be, and the Escrow Agent, retention of separate counsel by the Escrow Agent shall be entitled to advancement from Issuer (reimbursable as hereinabove provided; and issuer provided, further, that GoAmerica shall not settle or compromise any such claim or action without the consent of the Shareholders, which consent shall not be entitled to contribution from Servicing Agent) for unreasonably withheld, and the reasonable cost Shareholders shall not settle or compromise any such claim or action without the consent of all legal fees and costs incurred by it in acting as GoAmerica, which consent shall not be unreasonably withheld. The parties will notify the Escrow Agent hereunder; provided that in writing of their intention to participate or assume the event such advances exceed the amounts actually incurred, defense of any claim. The right of the Escrow Agent to indemnification hereunder shall promptly refund to Issuer survive its resignation or removal as Escrow Agent and shall survive the amount termination of such advances not incurredthis Agreement by lapse of time or otherwise.

Indemnification of Escrow Agent. The Issuer and Each of the Servicing parties hereto other than the Escrow Agent agree shall be jointly and severally to defend, liable for and shall indemnify and hold harmless the Escrow Agent and its officers, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expensesfor, and including fees and expenses on appeal hold it harmless against, any loss, liability, expense, claim, demand or reviewjudgment incurred, if any) which suffered, paid or otherwise borne by the Escrow Agent may incur without willful misconduct or sustain by reason gross negligence on the part of the Escrow Agent, and arising out of or in connection with its obligations under the acceptance or administration of this Agreement. Specifically, including, but without limitationnot limited to, the Issuer all reasonable costs and the Servicing Agent agree to indemnify and hold harmless expenses of defending itself against any claim of liability, other than a claim of liability arising out of willful misconduct or gross negligence of the Escrow Agent fromAgent, asserted in any litigation relating to this Agreement ("Indemnifiable Damages"). If any such claim is asserted against and with respect tothe Escrow Agent, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with engage counsel of its receipt, retention choice and disbursement each of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all parties hereto other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the than Escrow Agent shall be entitled to advancement from Issuer (jointly and issuer shall be entitled to contribution from Servicing Agent) severally liable for the reasonable cost fees of all legal fees such counsel and costs the expenses incurred by it in acting as to defend the Escrow Agent hereunder; provided that against such claim, and in the event such advances exceed any claimant is successful in establishing his, her or its claim, each of the amounts actually incurredparties hereto other than Escrow Agent will, jointly and severally, hold the Escrow Agent harmless and will be liable for all payments required to be made by the Escrow Agent pursuant to any order, decree or judgment that may be entered in a court of competent jurisdiction. The indemnifications provided in this Section shall promptly refund survive the termination of this Agreement. In the event the Escrow Agent is entitled to Issuer Indemnifiable Damages from the amount other parties to this Agreement, then as between such parties and without limiting the obligations set forth in the preceding paragraph, Purchaser, on the one hand, and Seller, on the other hand, shall each be liable for 50% of such advances not incurredIndemnifiable Damages.

Indemnification of Escrow Agent. The Issuer Purchaser and the Servicing Agent agree Seller Representative, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims (whether asserted by Purchaser, chargesthe Seller Representative or any other person or entity and whether or not valid), harmsactions, proceedings, losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damageto have been directly caused by the fraud, claim or expense arises from the bad faith, gross negligence or willful misconduct of such Indemnified Party. Purchaser and the Seller Representative further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Purchaser’s and the Seller Representative’s respective obligations hereunder. Any Indemnified Party seeking indemnity under this Escrow AgentAgreement (including under this Section 10) shall give prompt written notice to the party or parties obligated to provide indemnification (the “Indemnifying Party”) of any suit, claim, proceeding, demand or liability of which such Indemnified Party has received written notice (collectively, a “Claim”), and will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense or settlement thereof. Upon reasonable Failure to provide prompt notice specifying in reasonable detail shall not affect the amounts indemnification provided hereunder except to the extent that the Indemnifying Party has actually been prejudiced as a result of fees and expenses Escrow Agent expects to expend, the Escrow Agent such failure. The Indemnifying Party shall be entitled to advancement participate in the defense of any Claim for which indemnification is sought from Issuer it under this Escrow Agreement (including under this Section 10) at its own expense and/or to assume the defense thereof at its own expense and issuer shall not be liable for any settlement entered into without its prior written consent so long as the Indemnifying Party is in compliance with its obligations under this Section 10 and has paid to Escrow Agent all Losses that have then been incurred by Escrow Agent for which Escrow Agent is entitled to indemnification pursuant hereto. The Indemnifying Party shall not settle or compromise any action or proceeding defended by the Indemnifying Party in accordance with the foregoing without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. An Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any indemnified Claim, and the reasonable fees of such counsel shall be entitled to contribution from Servicing Agent) for indemnified by Purchaser and the reasonable cost of all legal fees Seller Representative jointly and costs incurred by it in acting as the Escrow Agent hereunderseverally; provided that Purchaser and the Seller Representative shall not be obligated to pay for more than one law firm for all Indemnified Parties in any individual matter or series of related matters (other than local counsel, to the event extent required). The obligations of Purchaser and the Seller Representative under this Section 10 shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Notwithstanding anything to the contrary, as between Purchaser and the Seller Representative only, (a) if neither Party’s actions or omissions caused Losses for which indemnification is owed pursuant to this Section 10, any indemnification for such advances exceed Claim shall be payable one-half (1/2) by Purchaser and one-half (1/2) by the amounts actually incurredSeller Representative, (b) if only one Party’s actions or omissions caused Losses for which indemnification is owed pursuant to this Section 10, any indemnification for such Losses shall be payable by such Party, and (c) if both Parties’ actions or omissions caused Losses for which indemnification is owed pursuant to this Section 10, any indemnification for such Losses shall be payable by each Party based on the Escrow Agent shall promptly refund to Issuer the amount portion of such advances not incurredLosses caused by such Party (e.g., if such Losses were caused sixty percent (60%) by Purchaser and forty percent (40%) by the Seller Representative, Purchaser shall be responsible for payment of sixty percent (60%) of such Losses and the Seller Representative for forty percent (40%) of such Losses).

Indemnification of Escrow Agent. The Issuer Escrow Participants and the Servicing Agent agree Buyer, jointly and severally to defendseverally, will indemnify and hold harmless the Escrow Agent and its officers, employees and agents harmless from and against any and all losses, costs, damages or expenses (including, but not limited to, reasonable attorneys' fees) it may sustain by reason of its service as Escrow Agent hereunder but only to the extent such losses, costs, damages or expenses are properly payable from, but exceed the amount of the funds available in, the Escrow Fund, and except such losses, costs, damages or expenses (including, but not limited to, reasonable attorneys' fees) incurred by reason of such acts or omissions for which the Escrow Agent is found liable or responsible under the penultimate sentence of Section 6(a) hereof. Buyer and the Escrow Participants, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Funds under this Agreement, and, without limiting the generality of the preceding paragraph, hereby agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. Buyer and the Escrow Participants undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, harmscertifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Buyer and the Escrow Participants, damagesjointly and severally, losses agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other detriments of any kind and nature whatsoever (governmental charges, including without limitation its reasonable and actually incurred attorney fees and expensesthe withholding or deduction or the failure to withhold or deduct same, and including fees and expenses on appeal any liability for failure to obtain proper certifications or reviewto properly report to governmental authorities, if any) to which the Escrow Agent may incur be or sustain by reason of or become subject in connection with its obligations under or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. SpecificallyBuyer and the Escrow Participants shall each promptly provide to Escrow Agent with appropriate IRS Forms W-9 for taxpayer identification number certifications, but without limitationor Forms W-8 for non-resident alien certifications. As between themselves, the Issuer Buyer on the one hand and the Servicing Agent Escrow Participants on the other agree to indemnify bear responsibility for such indemnifications 50% by the Buyer and hold harmless 50% by the Escrow Participants. The foregoing indemnifications shall survive the resignation of the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the termination of this Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredAgreement.

Indemnification of Escrow Agent. The Issuer and (a) Each of the Servicing Agent agree Parties agree, jointly and severally severally, to defend, indemnify and hold harmless the Escrow Agent (and its officersdirectors, employees officers and agents employees) and hold it (and such directors, officers and employees) harmless from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that cost and expense, including reasonable attorney's fees ("Damages") incurred by the Escrow Agent may suffer as a result of a claim made, asserted, alleged or incur in connection with its receipt, retention and disbursement instituted by a third party as a result of Escrow Agent's performance under this Agreement. (b) Each of the proceeds Parties agree, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any Damages incurred by the Escrow Agent as a result of the Offeringa claim made, its collectionasserted, retention and disclosure of information relating to alleged or owned instituted by Subscribers, and all other manner of liability Purchaser against Escrow Agent as a result of Escrow Agent Agent's performance under this Agreement, provided however, that if such claim by Purchaser is due to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail 's failure to disburse the amounts Escrow Property, or any portion thereof, pursuant to: (i) paragraph 3(b) of fees and expenses this Agreement, or (ii) or pursuant to an Instruction Notice, then Escrow Agent expects shall not be entitled to expendindemnification by Purchaser under this paragraph 8(b). (c) Each of the Parties agree to jointly indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against fifty percent (50%) of any Damages incurred by the Escrow Agent as a result of a claim made, asserted, alleged or instituted by Seller against Escrow Agent as a result of Escrow Agent's performance under this Agreement. Escrow Agent shall be entitled to advancement reimburse itself from Issuer (and issuer shall be entitled to contribution from Servicing Agent) the Escrow Property for the reasonable cost of all legal fees and costs actually incurred by it in acting as the defense of the Escrow Agent hereunder; provided that in against any claims instituted by either Purchaser or Seller against the Escrow Agent, up to an aggregate amount of One Hundred Thousand Dollars ($100,000.00). (d) In the event such advances exceed the amounts actually incurred, the Purchaser indemnifies Escrow Agent from and against an amount in excess of fifty percent (50%) of any Damages incurred by Escrow Agent as a result of claim made asserted, alleged or instituted by Seller, Seller shall promptly refund to Issuer reimburse Purchaser for all Damages resulting thereby, as such Damages are incurred. In the event Seller indemnifies Escrow Agent from and against an amount in excess of fifty percent (50%) of any Damages incurred by Escrow Agent as a result of claim made asserted, alleged or instituted by Purchaser, Purchaser shall promptly reimburse Seller for all Damages resulting thereby, as such advances not Damages are incurred. (e) Escrow Agent may retain such portion of the Distribution Amount to reimburse itself for Damages incurred by Escrow Agent as a result of a claim made, asserted, alleged or instituted against it as a result of Escrow Agent's performance under this Agreement, provided however, that Escrow Agent retains an amount up to and only to the extent that there is a Distribution Amount to be distributed to Purchaser in accordance with the terms of this Agreement.

Indemnification of Escrow Agent. The Issuer (a) SoftLock and the Servicing Agent agree Seller, jointly and severally severally, hereby agree to defend, indemnify and hold harmless the Escrow Agent and its officershold it harmless from any and all Claims, employees and agents from and against all costs, charges, harms, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees and expenses, and including fees and expenses on appeal or review, if any) which the Escrow Agent it may incur or sustain with which it may be threatened by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided under this Agreement, and in connection therewith, to indemnify the Escrow Agent against any and all expenses including attorneys' fees and the cost of bringing or defending any action, suit or proceeding including, but not limited to, an action for interpleader or advancing or resisting any claim, provided, that in no such indemnification shall be applicable with regard to Claims resulting from the event Escrow Agent's bad faith, gross negligence or willful misconduct. All expenses, fees or charges, including reasonable attorneys' fees, so incurred, shall at the Escrow Agent's option, constitute a lien on the Escrow Shares to the extent such advances exceed expenses, fees or charges are incurred. Notwithstanding the amounts actually incurredforegoing, the Escrow Agent confirms that no charges will be applicable regarding its service as the Escrow Agent unless a dispute, whether or not resulting in litigation, arbitration or otherwise, arises between the parties, in which case Escrow Agent shall promptly refund xxxx both parties at its standard rates for legal services. (b) If the parties hereto shall be in disagreement about the interpretation of this Agreement, or about their rights and obligations hereunder, or the propriety of any action contemplated by the Escrow Agent hereunder, any party hereto may, at its discretion, file an action in a court of competent jurisdiction to Issuer resolve such disagreement. In the amount event of an action culminating in the entry of a final judgment, order or decree, the party prevailing in such advances not incurredaction shall be entitled to recover its costs from the other party. The Escrow Agent, however, shall be indemnified, jointly and severally, by SoftLock and Seller for all costs, including reasonable attorneys' fees, in connection with any such action, in accordance with the provisions of this Section 3.3 hereof, and shall be fully protected in suspending all or a part of its actions under this Agreement until a final judgment, order or decree in the action is received.

Indemnification of Escrow Agent. The Issuer Purchaser and the Servicing Agent agree Seller Parties, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims, chargesactions and proceedings (whether asserted or commenced by Purchaser, harmsa Seller Party or any other person or entity and whether or not valid), losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence or willful misconduct of the such Indemnified Party in connection with Escrow Agent’s material breach of this Agreement. Upon Purchaser and Seller Parties further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable notice specifying attorneys’ fees, incurred by such Indemnified Party in reasonable detail connection with the amounts enforcement of fees Purchaser’s and expenses Seller Parties’ obligations to Escrow Agent expects under this Agreement. Each Indemnified Party shall, in its sole discretion, have the right to expendselect and employ separate counsel with respect to any action or claim brought or asserted against it, and the Escrow Agent reasonable fees of such counsel shall be entitled to advancement from Issuer (paid upon demand by Purchaser and issuer Sellers jointly and severally. The obligations of Purchaser and Seller Parties under this Section shall be entitled to contribution from Servicing survive any termination of this Agreement and the resignation or removal of Escrow Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. The Issuer and the Servicing Agent agree parties to this Escrow Agreement, hereby jointly and severally agree to defend, indemnify and hold harmless the Escrow Agent for, and its officersto hold such Escrow Agent harmless, employees against any and agents from and against all costsall, chargesfees, harmsexpenses, claims, suits, actions, proceedings investigations judgments, arbitration decisions, deficiencies, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its awards, settlements, reasonable and actually incurred attorney fees and expenses, and including legal fees and expenses on appeal or review, if anyof attorney(s) which chosen by the Escrow Agent may incur Agent, liabilities and expenses incurred based upon, but not limited to, a mistake of fact or sustain by reason law, act, performance, non- performance, alleged act, alleged omission, actual omission, act or omission based upon the advice of counsel or any other cause committed while performing any and all duties in connection with its obligations and under this Escrow Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expendIn addition, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred receive full indemnification protection when relying upon any certificate, instruction statement, request, notice, advice, direction, agreement, instrument, document, signature believed by it in acting as the Escrow Agent hereunder; to be genuine, or any assumption by the Escrow Agent that any person purporting to gibe the Escrow Agent any of the foregoing in accordance with the provisions herein has been duly authorized to do so. However, such indemnity for the Escrow Agent will not be provided that in situations based upon willful misconduct or negligence by the event such advances exceed Escrow Agent. This Escrow Agreement hereby grants to the amounts actually incurredEscrow Agent a lien on the Escrow Funds to enable the Escrow Agent to secure the aforementioned indemnity. The Escrow Agent shall be under no duty to institute or defend any type of proceedings which may arise regarding this Escrow Agreement. However, the Escrow Agent shall promptly refund to Issuer may, in utilizing the amount Escrow Agent's discretion and at the expense of the parties herein, institute or defend such advances not incurredproceedings.

Indemnification of Escrow Agent. The Issuer Depositor and the Servicing Agent agree GC Advisors, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims (whether asserted by Depositor, chargesGC Advisors or any other person or entity and whether or not valid), harmsactions, proceedings, losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence negligence, fraud or willful misconduct of such Indemnified Party. Depositor and GC Advisors further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Depositor’s and GC Advisors’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Depositor and GC Advisors jointly and severally; provided, however, that the payment of such expenses incurred by any such Indemnified Party in advance of the final disposition of a proceeding shall be made only upon delivery to Depositor and GC Advisors of a written undertaking by such Indemnified Party to repay all amounts so advanced if it shall be finally adjudicated that such Indemnified Party is not entitled to be indemnified under this Section 11 or otherwise. The obligations of Depositor and GC Advisors under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurred.

Indemnification of Escrow Agent. The Issuer Parent and the Servicing Agent agree Huttig shall jointly and severally to defend, indemnify and hold harmless the Escrow Agent and (which term shall include its directors, officers, employees and agents for purposes of this Section) harmless from and against all costsany liability, chargesloss, harmsdamage or expense (including, damageswithout limitation, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney documented attorneys’ fees and expenses, and including fees and expenses on appeal or review, if anythe cost of enforcing its indemnity rights against Parent and/or Huttig) which that the Escrow Agent may incur or sustain by reason of in connection with this Agreement and its performance hereunder or in connection with its obligations under this Agreement. Specificallyherewith, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and including with respect toto any claims asserted by Parent or Huttig, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder person or otherwise in connection herewithentity, except to the extent such liability, loss, liability, damage, claim damage or expense arises from is ultimately determined by a court of competent jurisdiction to have been directly caused solely by the willful misconduct, bad faith, or gross negligence of the Escrow Agent in connection with the Escrow Agent’s material breach of this Agreement. The indemnification provided for under this Section shall survive the termination of this Agreement and the resignation or willful misconduct removal of the Escrow Agent. Upon reasonable notice specifying in reasonable detail Notwithstanding anything to the amounts contrary herein, Parent and Huttig agree, solely as between themselves, that any obligation for indemnification of fees and expenses Escrow Agent expects to expend, the Escrow Agent described in this Section shall be entitled borne by the party or parties determined by a court of competent jurisdiction to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) responsible for causing the reasonable loss, damage, liability, cost of all legal fees and costs incurred by it in acting as or expense against which the Escrow Agent hereunder; provided that in is entitled to indemnification or, if no such determination is made, then one-half by Parent and one-half by Huttig and to the event such advances exceed the amounts actually incurred, extent one party has made payment to the Escrow Agent shall promptly refund pursuant to Issuer the amount this Section that is in excess of more than 50% of such advances not incurredamount payable to the Escrow Agent, then such party shall have a right of ratable contribution and recoupment against the other party. The obligations of Parent and Huttig under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

Indemnification of Escrow Agent. The Issuer Trust and the Servicing Agent agree Adviser, jointly and severally to defendseverally, hereby indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee, attorney, agent and agents from affiliate of the Escrow Agent (the “Indemnitees”) against any and against all costsactions, chargesclaims, harmslosses, damages, losses liabilities, fines, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including, without limitation, reasonable attorneys’ fees, costs and expenses and the reasonable allocated costs and expenses of in-house counsel) (“Losses”) incurred by or asserted against any of them from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, proceeding or investigation by any person, including without limitation its reasonable and actually incurred attorney fees and expensesthe Trust or the Adviser, and including fees and expenses on appeal whether threatened or reviewinitiated, if any) which the Escrow Agent may incur asserting a claim for any legal or sustain by reason of equitable remedy against any person under any statute or regulation, or common law or equitable cause or otherwise arising from or in connection with its obligations under the negotiation, preparation, execution, performance or failure of performance of this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber Agreement or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, transaction contemplated herein; except to the extent for any such loss, liability, damage, claim or expense arises Losses arising from any liability resulting solely from the gross negligence or willful misconduct of the Escrow AgentAgent or other party claiming indemnification. Upon reasonable notice specifying In addition to and not in reasonable detail limitation of the amounts immediately preceding sentence, the Trust and the Adviser, jointly and severally, also hereby indemnify and hold harmless the Indemnitees and each of fees them from and expenses Escrow Agent expects to expendagainst any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them for following any instruction or other direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement. The provisions of this Section 9 shall be entitled to advancement from Issuer (survive the termination of this Escrow Agreement and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost resignation or removal of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event such advances exceed the amounts actually incurred, shall the Escrow Agent shall promptly refund be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Issuer lost profits), even if the amount Escrow Agent has been advised of such advances not incurred.loss or damage and regardless of the form of action. Y:\Legal\XXXXX\OMAF II\N-1A\2006\0620-485bpos\ex99h10-OMAF II Escrow FINAL 02.06.htm

Indemnification of Escrow Agent. The Issuer Buyer and the Servicing Agent agree Sellers’ Representative, jointly and severally to defendseverally, shall indemnify and hold harmless the Escrow Agent and its officerseach director, employees officer, employee and agents from affiliate of Escrow Agent (each, an “Indemnified Party”) upon demand against any and against all costsclaims, chargesactions and proceedings (whether asserted or commenced by Buyer, harmsSellers’ Representative or any other person or entity relating to the subject matter of this Agreement and whether or not valid), losses, damages, losses liabilities, penalties, costs and other detriments expenses of any kind and or nature whatsoever (including without limitation its reasonable and actually incurred attorney fees attorneys’ fees, costs and expenses) (collectively, and including fees and expenses on appeal or review, if any“Losses”) which the Escrow Agent may incur or sustain by reason of or in connection with its obligations under this Agreement. Specifically, but without limitation, the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer or incur in connection with its receipt, retention and disbursement of the proceeds of the Offering, its collection, retention and disclosure of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into arising from this Agreement and performing its obligations hereunder or otherwise in connection herewithEscrow Agent’s actions hereunder, except to the extent such lossLosses are finally determined by a court of competent jurisdiction, liabilitywhich determination is not subject to appeal, damage, claim or expense arises from to have been directly caused solely by the gross negligence or willful misconduct of such Indemnified Party in connection with Escrow Agent’s material breach of this Agreement. Xxxxx and Sellers’ Representative further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys’ fees, incurred by such Indemnified Party in connection with the enforcement of Buyer’s and Sellers’ Representative’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by Xxxxx and Sellers’ Representative, jointly and severally. The obligations of Buyer and Sellers’ Representative under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. Upon reasonable notice specifying in reasonable detail Without limiting the joint and several nature of their obligations to Escrow Agent, Xxxxx and Sellers’ Representative (on behalf of the Selling Parties) agree between themselves that each will be responsible to the other for one-half of the amounts of fees and expenses owed to Escrow Agent expects to expendunder this Section. Buyer and Sellers’ Representative agree that neither the payment by Xxxxx or Sellers’ Representative of any claim by Xxxxxx Agent for indemnification hereunder shall impair, limit, modify or affect, as between Buyer and Sellers, the Escrow Agent shall be entitled to advancement from Issuer (respective rights and issuer shall be entitled to contribution from Servicing Agent) for obligations of the reasonable cost of all legal fees and costs incurred by it in acting as parties under the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredPurchase Agreement.

Indemnification of Escrow Agent. The Issuer Parties and the Servicing Agent their respective successors and assigns agree jointly and severally to defend, indemnify and hold harmless the Escrow Agent against any and its officersall losses, employees and agents from and against all costs, charges, harmsclaims, damages, losses and other detriments of any kind and nature whatsoever (including without limitation its reasonable and actually incurred attorney fees liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and including fees and expenses disbursements that may be imposed on appeal Agent or review, if any) which the Escrow incurred by Agent may incur or sustain by reason of or in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its obligations subject matter. Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses. INVESTMENT INSTRUCTIONS ----------------------- For the purpose of investing funds held in escrow, Agent may accept and act upon the oral instructions of _________ ("Authorized Caller"). Agent will confirm all oral investment instructions in writing within 3 business days. If there is any discrepancy between any oral instructions and a written confirmation of that instruction, Agent's records of the oral investment instructions shall govern. The parties shall indemnify and hold Agent harmless from any and all liability for acting on an oral investment instruction purported to be given by an Authorized Caller. Agent shall not be responsible for the authenticity of any instructions, or be in any way liable for any unauthorized instruction or for acting on such an instruction, whether or not the person giving the instructions was, in fact, an Authorized Caller. In no event shall Agent be liable to the Parties for any consequential, special, or exemplary damages, including but not limited to lost profits, from any cause whatsoever arising out of, or in any way connected with acting upon oral instructions believed by Agent to be genuine. Agent will act upon investment instructions the day that such instructions are received, provided the requests are communicated within a sufficient amount of time to allow Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline will be treated as being received by Agent on the next business day, and Agent shall not be liable for any loss arising directly or indirectly, in whole or in part, from the inability to invest funds on the day the instructions are received. Agent shall not be liable for any loss incurred by the actions of third parties or by any loss arising by error, failure, or delay in making of an investment which is caused by circumstances beyond Agent's reasonable control. FUNDS INVESTED DURING ESCROW ---------------------------- The Parties acknowledge that payment of any interest earned on the funds invested in this escrow will be subject to backup withholding penalties unless a properly completed Internal Revenue Service form W8 or W9 certification is submitted to Escrow Agent. RESIGNATION OF ESCROW AGENT --------------------------- Agent may resign at any time upon giving at least thirty (30) days written notice to the Parties; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: The Parties shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the Parties fail to agree upon a successor escrow agent within such time, Agent shall have the right to appoint a successor escrow agent authorized to do business in the state of California. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Agent shall be discharged from any further duties and liability under this Agreement. Specifically, but without limitation, AUTOMATIC SUCCESSION -------------------- Any company into which the Issuer and the Servicing Agent agree to indemnify and hold harmless the Escrow Agent from, against and with respect to, any and all loss, liability, damage, claim or expense that the Escrow Agent may suffer be merged or incur in connection with which it may be consolidated, or any company to whom Agent may transfer a substantial amount of its receiptGlobal Escrow business, retention and disbursement shall be the Successor to the Agent without the execution or filing of any paper or any further act on the part of any of the proceeds Parties, anything herein to the contrary notwithstanding. GOVERNING LAW ------------- This Agreement is to be construed and interpreted according to California law. Prepared by First Trust of California, National Association, Global Escrow Depository Services. November 0000 XXXXX XXXXX XX XXXXXXXXXX, National Association Global Escrow Depository Services Fee Schedule for Corporate Holding (Stocks, Notes, Deeds of Trust) Escrows ACCEPTANCE FEE: $1,500 Includes review of Agreement and establishing procedures and control. SUBSEQUENT YEAR ADMINISTRATION FEE: $750 (Minimum, non-proratable to commence on the first anniversary date of the Offeringexecuted agreement) Off-site Closing (CA): $500 Out-of-State Closing: At Cost OUT-OF-POCKET EXPENSES: Billed at Expenses included but not limited to Cost stationery, its collectionpostage, retention telephone, insurance, shipping, Telex/Telegram, services of outside counsel and disclosure agents. (Plus indirect out-of-pocket at 3% of information relating to or owned by Subscribers, and all other manner of liability of Escrow Agent to Issuer, Servicing Agent, any Subscriber or any other third party, in entering into this Agreement and performing its obligations hereunder or otherwise in connection herewith, except to the extent such loss, liability, damage, claim or expense arises from the gross negligence or willful misconduct of the Escrow Agent. Upon reasonable notice specifying in reasonable detail the amounts of fees and expenses Escrow Agent expects to expend, the Escrow Agent shall be entitled to advancement from Issuer (and issuer shall be entitled to contribution from Servicing Agent) for the reasonable cost of all legal fees and costs incurred by it in acting as the Escrow Agent hereunder; provided that in the event such advances exceed the amounts actually incurred, the Escrow Agent shall promptly refund to Issuer the amount of such advances not incurredannual administration fees.)