Common use of Responsibilities of the Escrow Agent Clause in Contracts

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to such Escrow Agent's rights, duties, liabilities and immunities: (a) The duties, responsibilities and obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the parties or to which any party is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with the provisions of this Agreement Escrow Agreement) from any party or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of entity acting on its dutiesbehalf. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur no any financial liability with in the performance of any of its duties hereunder. (b) Escrow Agent shall not be responsible in any respect thereto. The for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (c) Escrow Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any party or any entity acting on behalf of any party, (ii) for any consequential, punitive or special damages, (iii) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians, or (iv) for an amount in excess of the value of the Escrow Fund, valued as of the date of deposit. The Verizon Selling Shareholders, Vodafone and the Purchasers, jointly and severally, shall be liable for and shall reimburse and indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Losses incurred by Escrow Agent in connection with its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be indemnified for Losses caused by its gross negligence or willful misconduct. (d) Escrow Agent may consult with legal counsel at the expense of the Purchasers as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (e) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in writing received by it. (f) The parties may remove Escrow Agent at any time by giving to Escrow Agent thirty (30) calendar days' prior notice in writing signed by all parties. The Escrow Agent may resign at any time by giving written notice thereof to each of the Verizon Selling Shareholders, Vodafone and the Purchasers, but such resignation shall not become effective until (i) a successor Escrow Agent mutually agreed to by the Verizon Selling Shareholders, Vodafone and the Purchasers shall have been appointed and shall have accepted such appointment in writing, (ii) if the Share Escrow Termination Date shall not have occurred prior to such date, either (x) the Custodial Account shall have been transferred to the successor Escrow Agent or (y) the Escrow Shares shall have been transferred to another securities account at a successor custodian mutually agreed to by the successor Escrow Agent and all of the other parties hereto which account shall have been opened by and for the benefit of the successor Escrow Agent, and (iii) the Escrow Fund shall have been transferred to the successor Escrow Agent. In the event that an instrument of acceptance by a successor Escrow Agent shall not have been delivered to the Escrow Agent or the other conditions specified in clauses (ii) and (iii) above shall not have been satisfied within thirty (30) days after the giving of such notice of resignation, the resigning Escrow Agent may, at the joint and several expense of the Verizon Selling Shareholders, Vodafone and the Purchasers, petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. The Escrow Agent shall have the right to withhold an amount from the Escrow Fund equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the performance appointment of a successor Escrow Agent. Any corporation or association into which the Escrow Agent in its duties individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement except without further act. Upon the satisfaction of the conditions specified in clauses (i), (ii) and (iii) above, Escrow Agent shall have no further duties, responsibilities or obligations hereunder. (g) The Escrow Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Escrow Fund shall be to deal with such Escrow Fund in the same manner as the Escrow Agent deals with similar property for its own negligence, willful misconduct or defaultaccount, and the Escrow Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Escrow Shares shall be the opening and maintaining of the Custodial Account with the Custodian and the performance of the obligations specified in Section 2.3. (h) If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Fund and/or the Escrow Shares (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of Escrow Fund and/or the Escrow Shares), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (i) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). (j) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Fund and/or the Escrow Shares, unless Escrow Agent receives joint written instructions, signed by all the parties hereto (other than Escrow Agent), which eliminates such ambiguity or uncertainty. (k) In the event of any dispute between or conflicting claims by or among the parties and/or any other person or entity with respect to any Escrow Fund and/or the Escrow Shares, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Fund and/or the Escrow Shares so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to the parties for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all Losses which it may incur by reason of so acting. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, the parties (other than the Escrow Agent). (l) Without the consent of the Escrow Agent, which shall not be unreasonably withheld, public notice or announcement in any language, including prospectuses, notices, reports, and promotional material which mentions "The Bank of New York" by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any other parties hereto, or on such party's behalf, without the prior written consent of Escrow Agent. (m) The Escrow Agent does not have any interest in the Escrow Fund and/or the Escrow Shares deposited hereunder but is serving as escrow holder only and obligations having only possession thereof. Depositors shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Fund and/or the Escrow Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent any amounts that it is obligated to pay in the way of such taxes. Any payments of income with respect to the Escrow Fund shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D., number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be determined by responsible for income reporting only with respect to income earned on investment of funds which are a part of the express Escrow Fund and is not responsible for any other reporting. (n) The parties acknowledge that (i) the Purchaser has selected GBM Grupo Bursatil Mexicano, S.A. de C.V. Casa de Bolsa to act as Custodian hereunder and (ii) the Escrow Agent was directed to open the Custodial Account with the Custodian. (o) The provisions of this Agreement. The Escrow Agent may consult with counsel, who may Section 4.3 shall survive the termination of this Agreement or may not be counsel to the District, and in reliance upon the written opinion resignation or removal of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictAgent.

Responsibilities of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to such Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent and its respective successors, assigns, agents and servants shall administer the Escrow Fund in good faith in accordance with this Agreement. (b) The Escrow Agent shall not be held to have any personal liability whatsoever, interest in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds but shall serve as escrow holder only and have possession thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. . (c) The Escrow Agent makes no representation shall be protected in acting upon any Joint Instruction, not only as to its due execution and the validity and effectiveness of its provisions but also as to the sufficiency truth and acceptability of the Investment Securities any information therein contained, which it, in good faith, reasonably believes to accomplish the refunding be genuine and defeasance of the Refunded Bonds or what it purports to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. be. (d) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or Law or for anything which it may do or refrain from doing in connection with the performance of its duties under this Agreement herewith, except for its own fraud, gross negligence, willful misconduct or defaultfor any action taken or omitted in bad faith. Parent (on the one hand) and the Stockholders’ Representative, on behalf of the Indemnifying Parties (on the other hand), covenant and agree to, severally but not jointly, indemnify and hold the Escrow Agent and its directors, officers, agents and employees (collectively, the “Escrow Agent Indemnitees”) harmless from and against 50% of any and all liabilities, losses, damages, fines, suits, actions, demands, penalties, reasonable costs and expenses, including reasonable out-of-pocket, incidental expenses, legal fees and expenses (“Losses”) (other than Losses that result from fraud, gross negligence, willful misconduct or for any action taken or omitted in bad faith by the Escrow Agent) that may be imposed on, incurred by, or asserted against, the Escrow Agent Indemnitees or any of them for following any instruction or direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action. (e) The Escrow Agent shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless such notice is in writing and delivered in accordance with the terms of Section 13 hereof. (f) The Escrow Agent may resign at any time by giving thirty (30) days prior written notice thereof to Parent and the Stockholders’ Representative, but such resignation shall not become effective until a successor Escrow Agent mutually agreed to by Parent and the Stockholders’ Representative shall have been appointed and shall have accepted such appointment in writing. Parent and the Stockholders’ Representative, together, shall have the right to remove the Escrow Agent by giving at least ten (10) days prior written notice to the Escrow Agent, specifying the date upon which such removal shall take effect. In the event that an instrument of acceptance by a successor Escrow Agent shall not have been delivered to the Escrow Agent within thirty (30) days after the giving of a notice of resignation by the Escrow Agent, the resigning Escrow Agent may, at the expense of the Stockholders’ Representative, on behalf of the Indemnifying Parties (on the one hand), and Parent (on the duties and obligations other hand) (split equally), petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be determined by the express provisions Escrow Agent under this Agreement without further act. (g) In the event of the resignation or removal of the Escrow Agent, upon the termination of this Agreement. The Escrow Agent may consult with counselAgreement or pursuant to Section 9(f), who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem render to Parent and the Stockholders’ Representative an account in writing of the property constituting the Escrow Fund and all distributions therefrom. In the event of the resignation or removal of the Escrow Agent pursuant to Section 9(f), the Escrow Agent hereby agrees that, upon receiving joint written instructions from Parent and the Stockholders’ Representative, it necessary or desirable that a matter be proved or established prior shall turn over and deliver to taking, suffering, or omitting any action under successor Escrow Agent all of the Escrow Fund and other amounts held by it pursuant to this Agreement in accordance with the terms of such written instructions and render the accounting required by the first sentence of this Section 9(g). (h) The agreements set forth in this Section 9 shall survive the termination of this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer the resignation or removal of the DistrictEscrow Agent and the payment of all amounts hereunder.

Responsibilities of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to such Escrow Agent's rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as depository only, and its respective successors, assigns, agents and servants it shall not be held to responsible or liable in any personal liability whatsoever, in tort, contract or otherwise, in connection manner whatsoever for the sufficiency of any amount deposited with it. The duties and responsibilities of the execution and delivery Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement, and no further duties or responsibilities shall be implied. Except for the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith defined terms in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided hereinStock Purchase Agreement, the Escrow Agent shall have not have any liability under, nor duty to inquire into the terms and provisions of any agreements or instructions, other than outlined in this Agreement. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or law or for anything which it may do or refrain from doing in connection herewith, except for fraud, gross negligence, willful misconduct or for any action taken or omitted in bad faith that a court of competent jurisdiction determines was the primary cause of a loss to the Purchaser or the Sellers. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by both parties hereto. The Purchaser and the Sellers, jointly and severally, covenant and agree to indemnify and hold the Escrow Agent and its directors, officers, agents and employees (collectively, the "INDEMNITEES") harmless from and against any and all liabilities, losses, damages, fines, suits, actions, demands, penalties, costs and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim ("DAMAGES") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instruction or direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, the Purchaser and the Sellers, jointly and severally, also covenant and agree to indemnify and hold the Indemnitees and each of them harmless from and against any Damages that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Agreement, provided the Escrow Agent has not acted with fraud, gross negligence or bad faith or engaged in willful misconduct. The provisions of this Section 9(c) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in no liability event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action. (d) In the administration of this Agreement and the Escrow Fund hereunder, the Escrow Agent may consult with respect theretocounsel or accountants to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or accountant. (e) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in writing received by it. (f) The Escrow Agent may resign at any time by giving written notice thereof to the Purchaser and the Sellers, but such resignation shall not become effective until a successor Escrow Agent mutually agreed to by the Purchaser and the Sellers shall have been appointed and shall have accepted such appointment in writing. If an instrument of acceptance by a successor Escrow Agent shall not have been delivered to the Escrow Agent within thirty (30) days after the giving of such notice of resignation, the resigning Escrow Agent may, at the joint and several expense of the Purchaser and the Sellers, petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. The Escrow Agent shall have the right to withhold an amount from the Escrow Fund equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the performance appointment of a successor Escrow Agent. Any corporation or association into which the Escrow Agent in its duties under this Agreement except for individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its own negligenceindividual capacity shall be a party, willful misconduct or default, and any corporation or association to which all or substantially all of the duties and obligations corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictAgreement without further act.

Responsibilities of the Escrow Agent. The Escrow Agent shall have the following responsibilities hereunder: (a) The obligations and its respective successors, assigns, agents duties of the Escrow Agent are confined to those specifically enumerated herein and servants the Escrow Agent shall not be held liable or responsible for any act or failure to any personal liability whatsoever, in tort, contract act on its part except for its own willful misconduct or otherwise, in connection with the execution and delivery of this Agreement, the establishment gross negligence. (b) The duties of the Escrow Fund, Agent hereunder shall be limited to the acceptance safekeeping of the moneys or securities deposited therein, Escrow Consideration and the purchase disposition of the Investment Securitiessame in accordance with the terms and conditions contained herein, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys no implied duties or obligations shall be read herein against the Escrow Agent. (c) The Escrow Agent may rely or act upon any order or direction, instruments or signatures believed by it to be genuine and may assume that any person purporting to give any written notice, advice or instruction in connection therewith has been duly authorized to do so; provided, however, that Escrow Agent shall confirm any such instructions purporting to be from or on behalf of Buyer with Buyer’s counsel. (d) The Escrow Agent shall not be required to institute or defend any action or legal proceeding involving the terms and conditions contained herein. For all deliveries made by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided hereinhereof, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent have full release, discharge and acquittance and shall not be liable in connection with subject to any claim on the performance part of its duties under this Agreement except for its own negligence, willful misconduct or default, and any person beneficially interested hereunder. (e) In the duties and obligations of event that the Escrow Agent shall be determined uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Consideration which, in its sole opinion, are in conflict with either other instructions received by the express provisions it or any provision of this Agreement. The , it shall be entitled to hold the Escrow Agent may consult with counsel, who may or may not be counsel Consideration pending the resolution of such uncertainty to the DistrictEscrow Agent’s sole satisfaction, and in reliance upon the written opinion final judgment of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered a court or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, sufferingcourts of competent jurisdiction, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtotherwise.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, [the retention of the Investment Federal Securities or the proceeds thereof, the sufficiency of the Investment Federal Securities to accomplish pay the refunding and defeasance Prepayment Price of the Refunded Bonds 2007 Certificates on the Prepayment Date] or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Escrow Agreement or by reason of any non-negligent act, non-negligent omission or non-non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District City, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities funds deposited in the Escrow Fund to accomplish the refunding and defeasance prepayment of the Refunded Bonds 2007 Certificates on the Prepayment Date or to the validity of this Escrow Agreement as to the District City and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, negligence or willful misconduct or defaultmisconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the DistrictAuthority or the City, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictCity. The liability of the Escrow Agent to make the payments required by this Escrow Agreement shall be limited to the moneys in the Escrow Fund. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Agent shall not be liable for the accuracy of any calculations provided herein. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The City shall pay the Escrow Agent full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or and securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities such moneys and securities to accomplish the refunding and defeasance of the Refunded 2014 Bonds or any payment, transfer or other application of moneys or securities or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereasWhereas” clauses herein shall be taken as the statements of the District City and the Authority and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities moneys and securities deposited in the Escrow Fund to accomplish the refunding and defeasance of the Refunded 2014 Bonds or to the validity of this Agreement as to the District City and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. In no event shall the Escrow Agent be liable for any special indirect or consequential damages. The Escrow Agent may consult with counsel, who may or may not be counsel to the DistrictCity and/or the Authority, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictCity or the Authority. The Escrow Agent shall incur no liability for losses arising from any investment made pursuant to this Agreement. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

Responsibilities of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to such Escrow Agent's rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as depository only, and it shall not be responsible or liable in any manner whatsoever for the sufficiency of any amount or property deposited with it. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement, and no further duties or responsibilities shall be implied. Except for this Agreement, the Escrow Agent shall not have any liability under, nor duty to inquire into the terms and provisions of, any other agreement or instruction. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or law or for anything that it may do or refrain from doing in connection herewith, except for fraud, criminal acts, gross negligence, willful misconduct or for any action taken or omitted in bad faith that a court of competent jurisdiction determines was the primary cause of a loss to the Gotham Parties or the Shareholder Beneficiaries. The Escrow Agent shall not incur any liability for following the instructions contained herein. The Company (on its own behalf and on behalf of the Shareholder Beneficiaries) and the Gotham Parties covenant and agree, severally and not jointly, to indemnify and hold harmless the Escrow Agent and its respective successorsdirectors, assignsofficers, agents and servants employees (collectively, the "AGENT INDEMNITEES") from and against any and all liabilities, losses, damages, fines, suits, actions, demands, penalties and reasonable costs and expenses (including reasonable out-of-pocket, incidental expenses, reasonable legal fees and expenses of outside counsel and the costs and expenses of defending or preparing to defend against any claim) (collectively, "DAMAGES") that may be imposed on, incurred by, or asserted against, the Agent Indemnitees or any of them (i) in connection with any third-party claim against such Agent Indemnitees, and (ii) for following any instruction or direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement; PROVIDED that (A) the Agent Indemnitees shall not be held entitled to the foregoing indemnification if the Damages incurred by such Agent Indemnitees result from, directly or indirectly, fraud, gross negligence, bad faith or willful misconduct on the part of the Agent Indemnitees or its directors, officers, agents and employees, (B) the amount of any personal liability whatsoeverindemnification provided hereunder shall be paid from the Escrow Fund and (C) the Shareholder Beneficiaries' obligation to provide indemnification hereunder shall be limited to their respective share, if any, of the Escrow Fund. Notwithstanding the foregoing, if the Damages of the Agent Indemnitees result from any action, suit or proceeding between the Company, Gotham Parties and/or Shareholder Beneficiaries, then the Company or Gotham Parties, shall directly indemnify the Agent Indemnitees for all such Damages, which shall not be paid from the Escrow Funds. The provisions of this Section 4.2(c) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in tortno event shall the Escrow Agent be liable for special, contract indirect or otherwiseconsequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action. (d) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in connection its sole discretion, refrain from taking any action other than retain possession of the Escrow Funds, unless Escrow Agent receives written instructions, signed by the Surviving Company, that eliminates such ambiguity or uncertainty. (e) In the event of any formal judicial dispute, court proceeding or similar regulatory proceeding between or conflicting claims by or among the parties hereto and/or any other person or entity with the execution and delivery of this Agreement, the establishment of respect to the Escrow Fund, the acceptance Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to the Escrow Fund so long as such dispute or proceeding shall continue, and Escrow Agent shall not be or become liable in any way to the Gotham Parties or the Shareholder Beneficiaries for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court or similar regulatory or officiating body of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the moneys conflicting parties as evidenced in a writing satisfactory to Escrow Agent or securities deposited therein(ii) Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all Losses which it may incur by reason of so acting. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, the purchase of Escrow Fund or, if there are insufficient funds remaining in the Investment SecuritiesEscrow Fund, the retention of Surviving Corporation. (f) In the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions administration of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided hereinFund hereunder, the Escrow Agent shall incur no liability may consult with respect theretocounsel or accountants to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or accountant. (g) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in writing received by it. (h) The Escrow Agent may resign at any time by giving written notice thereof to the Surviving Corporation, but such resignation shall not become effective until a successor Escrow Agent unaffiliated with the Surviving Corporation, which Escrow Agent shall be a U.S. national or state bank, trust company or similarly chartered institution having capital and surplus of at least $100 million on its most recent financial statements (a "QUALIFIED BANK"), shall have been appointed and shall have accepted such appointment in writing. If an instrument of acceptance by a successor Escrow Agent shall not have been delivered to the Escrow Agent within thirty (30) days after the giving of such notice of resignation, the resigning Escrow Agent may, at the sole expense of the Escrow Fund, petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. The Escrow Agent shall have the right to withhold an amount from the Escrow Fund equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the performance appointment of a successor Escrow Agent. Any corporation or association into which the Escrow Agent in its duties under this Agreement except for individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its own negligenceindividual capacity shall be a party, willful misconduct or default, and any corporation or association to which all or substantially all of the duties and obligations corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictAgreement without further act.

Responsibilities of the Escrow Agent. The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement of the Company or the Holders beyond the specific terms hereof. (a) Except as otherwise provided in section 5 below, the Escrow Agent shall not be liable hereunder except for its own gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) and the Company and the Holders shall jointly and severally agree to indemnify and hold the Escrow Agent and its affiliates and their respective successors, assigns, agents directors, officers, managers, employees, agents, attorneys, accountants and servants shall not be held experts for and hold it harmless as to any personal liability whatsoeverand all losses, in tortliabilities or expenses, contract including judgments, damages, fines, penalties, claims, demands, settlements, costs and agents’ and attorneys’ fees, and expenses for anything done or otherwise, omitted by the Escrow Agent arising out of or in connection with this Agreement except as a result of its gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall notify the execution Company and delivery the Holders promptly of any claim for which it may seek indemnity. The Company and the Holders’ obligations pursuant to this Section 4(a) shall survive the termination of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding . The costs and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations expenses incurred by the Escrow Agent in enforcing the right to indemnification shall be jointly and severally paid by the Company and the Holders unless it is determined by a final order, judgment, decree or ruling of a court of competent jurisdiction that the Escrow Agent is not entitled to indemnification due to its own gross negligence, bad faith or willful misconduct. In no event shall the Escrow Agent be liable (i) for acting in good faith, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), in accordance with instructions from the Company and/or any Holder in accordance with the terms hereof, (ii) for the acts or omissions of its nominees, correspondents, designees, sub-holders or sub-custodians that do not constitute gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), (iii) for incidental, indirect, special, punitive or consequential losses or damages, or (iv) for any amount in excess of the fees paid by the Company to the Escrow Agent. (b) The Escrow Agent shall (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof or such court’s jurisdiction in the matter. The Escrow Agent may (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy or content of any non-negligent such instrument or signature. The Escrow Agent may at any time request in writing written instructions from the Company and the Holders and may at its option include in such request the course of action it proposes to take, and the date on which it proposes to act, non-negligent omission regarding any matter arising in connection with its duties and obligations hereunder. In the absence of gross negligence, bad faith or non-negligent error willful misconduct (each as finally determined by a court of competent jurisdiction), the Escrow Agent made shall not be liable for acting without the consent of the Company and the Holders in good faith in accordance with such a proposal and the conduct terms of this Agreement on or after the date specified therein, provided that the specified date shall be at least five (5) business days after the Company and the Holders receive the Escrow Agent’s request for instructions and its dutiesproposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested or other written instructions signed by the Company and the Holders not inconsistent with the terms of this Agreement. The recitals of fact contained in Company and the “whereas” clauses herein shall be taken as the statements of the District Holders and the Escrow Agent assumes no responsibility shall send copies of all such written correspondence received or sent by such party to the other parties hereto. (c) The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Property, any account in which Escrow Property is deposited or this Agreement, or to prosecute or defend any such legal action or proceeding brought by persons not a party to this Agreement. The Escrow Agent may act in accordance with the written advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable and shall be fully indemnified for any liability whatsoever for any action taken or omitted to be taken in accordance with such written advice. The Company and the correctness Holders shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. (d) The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow agent only and has only possession thereof. . (e) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it by the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds Company or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. any Holder. (f) The Escrow Agent shall not be liable in connection called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with the performance of its duties under this Agreement except for its own negligencerespect to, willful misconduct any securities or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. other property deposited hereunder. (g) The Escrow Agent may consult with counsel, and obtain advice from counsel (who may or may not be counsel to the District, and in reliance upon the written opinion a party hereto or an employee of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent Agent) and shall deem it necessary or desirable that a matter be proved or established prior to fully protected in taking, suffering, or omitting to take any action under in reliance on said advice. (h) The Escrow Agent shall not be required to invest any amounts held as part of the Escrow Property. (i) The Escrow Agent shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with any agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement. (j) The Escrow Agent may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts. (k) The Escrow Agent may engage or be interested in any financial or other transaction with any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such matter may party or affiliate, as freely as if it were not the Escrow Agent hereunder. (l) The Escrow Agent shall not be deemed obligated to be conclusively established expand or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it. (m) The Escrow Agent shall not take instructions or directions except those given in accordance with this Agreement. (n) The Escrow Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by a certificate signed by an authorized officer reason of any occurrence beyond the control of the DistrictEscrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication). (o) This Section 4 shall survive termination of this Agreement and the resignation or substitution of the Escrow Agent.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the District periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-non- negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the District periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the District periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder.

Responsibilities of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to such Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as depository only, and its respective successors, assigns, agents and servants it shall not be held to responsible or liable in any personal liability whatsoever, in tort, contract or otherwise, in connection manner whatsoever for the sufficiency of any amount deposited with it. The duties and responsibilities of the execution and delivery Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement, and no further duties or responsibilities shall be implied. Except for the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith defined terms in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided hereinAcquisition Agreement, the Escrow Agent shall have not have any liability under, nor duty to inquire into the terms and provisions of any agreements or instructions, other than outlined in this Agreement. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or law or for anything which it may do or refrain from doing in connection herewith, except for fraud, gross negligence, willful misconduct or for any action taken or omitted in bad faith that a court of competent jurisdiction determines was the primary cause of a loss to either Sellers’ Representative or Purchaser. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by either Seller or Purchaser. Sellers’ Representative and Purchaser, jointly and severally, covenant and agree to indemnify and hold the Escrow Agent and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all liabilities, losses, damages, fines, suits, actions, demands, penalties, reasonable costs and expenses, including reasonable out-of-pocket, incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (“Damages”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instruction or direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, Sellers’ Representative and Purchaser, jointly and severally, also covenant and agree to indemnify and hold the Indemnitees and each of them harmless from and against any Damages that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent’s performance under this Agreement; provided the Escrow Agent has not acted with fraud, gross negligence or bad faith or engaged in willful misconduct. The provisions of this Section 7(c) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in no liability event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action. (d) In the administration of this Agreement and the Escrow Fund hereunder, the Escrow Agent may consult with respect theretocounsel or accountants to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or accountant. (e) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in writing received by it. (f) The Escrow Agent may resign at any time by giving written notice thereof to each of Sellers’ Representative and Purchaser, but such resignation shall not become effective until a successor Escrow Agent mutually agreed to by Sellers’ Representative and Purchaser shall have been appointed and shall have accepted such appointment in writing. In the event that an instrument of acceptance by a successor Escrow Agent shall not have been delivered to the Escrow Agent within thirty (30) days after the giving of such notice of resignation, the resigning Escrow Agent may, at the joint and several expense of Sellers’ Representative and Purchaser, petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. The Escrow Agent shall have the right to withhold an amount from the Escrow Fund equal to the amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the performance appointment of a successor Escrow Agent. Any corporation or association into which the Escrow Agent in its duties under this Agreement except for individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its own negligenceindividual capacity shall be a party, willful misconduct or default, and any corporation or association to which all or substantially all of the duties and obligations corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be determined by the express provisions of Escrow Agent under this Agreement. Agreement without further act. (g) The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection Agent’s sole duty with respect to any action takenthe custody, suffered or omitted by it in good faith in accordance therewith. Whenever safekeeping and physical preservation of the Escrow Agent Fund shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, deal such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of Escrow Fund in the Districtsame manner as the Escrow deals with similar property for its own account.

Responsibilities of the Escrow Agent. (1) In the exercise and discharge of its rights and duties hereunder, the Escrow Agent will act honestly and in good faith, and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. (2) The Escrow Agent and its respective successors, assigns, agents and servants shall not will be held obligated to any personal liability whatsoever, perform only such duties as are expressly set forth in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of . No implied covenants or obligations will be inferred from this Agreement against the Escrow FundAgent, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by nor will the Escrow Agent be bound by the provisions of any agreement between the other parties hereto beyond the specific terms hereof. (3) The Escrow Agent will be entitled to rely upon any reasonable order, judgment, certification, instruction, notice (including Disbursement Instructions) or other writing delivered to it in accordance compliance with the provisions of this Agreement without being required to determine the authenticity or by reason the correctness of any non-negligent act, non-negligent omission fact stated therein or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness propriety or validity thereof. The Escrow Agent makes no representation as may act in reliance upon any instrument or signature reasonably believed by it to be genuine and complying with the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity provisions of this Agreement and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in accordance with the provisions hereof has been duly authorized to do so. (4) The Escrow Agent will not be liable hereunder, except for its own gross negligence, bad faith or wilful misconduct. (5) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the District andprovisions of this Agreement or the duties hereunder, and the Escrow Agent will, except in the case of its own negligence, bad faith or wilful misconduct, incur no liability and will be fully protected in acting in good faith in accordance with the written opinion and instructions of such counsel. (6) The Escrow Agent may employ such experts, advisors, agent or agencies as otherwise provided hereinit may reasonably require for the purpose of discharging its duties hereunder and will not be responsible for the negligent action or misconduct of such parties or any of them. (7) In the event of any disagreement between the parties resulting in adverse claims or demands with respect to the Escrow Deposit, the Escrow Agent shall incur no liability be entitled, at its option, to refuse to comply with any claims or demands on it with respect theretothereto as long as such disagreement shall continue, and in so refusing, the Escrow Agent shall not be or become liable in any way to the Parties for its failure or refusal to comply with such claims or demands. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct entitled to refrain from acting or default, refusing to act until such claims or demands shall have been fully settled by agreement and the duties and obligations of the Escrow Agent shall be determined have been notified thereof by the express provisions Vendor and Purchaser in writing or by order of this Agreement. an arbitrator or by appropriate court order. (8) The Escrow Agent may consult with counsel, who may is not required to effect and partial or may not be counsel to the District, full release unless its fees and expenses are paid in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtfull.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities funds deposited in the Escrow Fund to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District City; the Authority and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities funds deposited in the Escrow Fund to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District City or the Authority and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the DistrictCity or the Authority, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictCity. None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, except as set forth in the preceding paragraph. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the City or the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent’s understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder.

Responsibilities of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which the parties to this Escrow Agreement hereby agree shall govern and control with respect to its rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as depository only, and its respective successors, assigns, agents and servants it shall not be held responsible or liable in any manner whatsoever for the sufficiency of any amount deposited with it. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any personal liability whatsoeverinformation therein contained, which it in tortgood faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, contract or otherwisefor any act done or step taken or omitted by it, or for any mistake of fact or law or for anything which it may do or refrain from doing in connection herewith, except for fraud, gross negligence, willful misconduct or for any action taken or omitted in bad faith. The Buyer and the Sellers agree to jointly and severally indemnify and hold the Escrow Agent harmless against any loss, liability, claim or demand arising out of or in connection with the execution and delivery performance of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or its obligations by the Escrow Agent in accordance with the provisions of this Agreement Agreement, except where such obligations are performed under circumstances constituting fraud, gross negligence, willful misconduct or by reason bad faith. The foregoing indemnities in this Section shall survive termination of this Agreement. (d) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any non-negligent act, non-negligent omission or non-negligent error question as to any of the Escrow Agent made provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the conduct opinion and instructions of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. such counsel. (e) The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect theretois responsible only for Form 1099 interest reporting. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be liable in connection bound by any notice of a claim, or demand with the performance of its duties under this Agreement except for its own negligencerespect thereto, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. any (f) The Escrow Agent may consult with counsel, who may or may not be counsel resign at any time by giving written notice thereof to the DistrictBuyer and the Sellers, but such resignation shall not become effective until a successor Escrow Agent mutually agreed to by the Buyer and in reliance upon the written opinion of such counsel Sellers shall have full been appointed and complete authorization and protection with respect shall have accepted such appointment in writing. If an instrument of acceptance by a successor Escrow Agent shall not have been delivered to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that within thirty (30) days after the giving of such notice of resignation, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtsuccessor Escrow Agent.

Responsibilities of the Escrow Agent. (a) The Escrow Agent and its respective successorsshall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, assigns, agents and servants nor shall the Escrow Agent be bound by the provisions of any agreement of the Borrower beyond the specific terms hereof. (b) The Escrow Agent shall not be held liable hereunder except for its own gross negligence, bad faith or willful misconduct and the Borrower agrees to indemnify the Escrow Agent for and hold it harmless as to any personal loss, liability whatsoeveror expenses, in tortincluding reasonable attorney fees, contract incurred without gross negligence, bad faith or otherwise, willful misconduct on the part of the Escrow Agent and arising out of or in connection with the execution and delivery of Escrow Agent's duties under this Agreement. In no event shall the Escrow Agent be liable (i) for acting in good faith in accordance with instructions from the Borrower or any of its agents, (ii) for special or consequential damages, (iii) for the establishment acts or omissions of its nominees, correspondents, designees, sub-agents or sub-custodians or (iv) for any amount in excess of the value of the Escrow FundFunds deposited in the Escrow Account (plus interest thereon as provided in Section 3 hereof). (c) The Escrow Agent shall (in the absence of gross negligence, willful misconduct or bad faith) be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered to it in compliance with the acceptance provisions of this Agreement without being required to determine the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities authenticity or the proceeds correctness of any fact stated therein or the propriety or validity of service thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the . The Escrow Agent may (in accordance the absence of gross negligence, willful misconduct or bad faith) act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason of it to be genuine and assume that any non-negligent act, non-negligent omission person purporting to give notice or non-negligent error of receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (d) The Escrow Agent made may act in accordance with advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted to be taken in good faith in accordance with such advice. (e) In the conduct event of its duties. The recitals of fact contained any ambiguity in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity provisions of this Agreement as or any dispute between or conflicting claims by or between the undersigned or any other person or entity with respect to the District and, except as otherwise provided hereinany property deposited hereunder, the Escrow Agent shall incur no liability be entitled, at its sole option, to refuse to comply with any and all claims, demands or instructions with respect theretoto such property so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to the undersigned for its failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall not be liable entitled to refuse to act until, at its sole option, either such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in connection with writing, satisfactory to the performance of its duties under this Agreement except for its own negligence, willful misconduct Escrow Agent or default, and the duties and obligations of the Escrow Agent shall be determined by have received security or an indemnity satisfactory to the express provisions of this Agreement. The Escrow Agent sufficient to save the Escrow Agent harmless from and against any and all reasonable loss, liability or expense which the Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion incur by reason of such counsel its acting. (f) No provision of this Agreement shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever require the Escrow Agent shall deem it necessary to expend or desirable that a matter be proved risk its own funds or established prior to taking, suffering, or omitting otherwise incur any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer financial liability in the performance of the Districtany of its duties hereunder.

Responsibilities of the Escrow Agent. (a) The Escrow Agent shall exercise the same degree of care toward the Escrowed Property as it exercises toward its own similar property and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoeverhigher standard of care under this Agreement, nor be deemed to owe any fiduciary duty to the Company. (b) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in tortthis Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, contract nor shall the Escrow Agent be bound by the provisions of any agreement by the Company beyond the specific terms hereof. (c) The Escrow Agent shall not be liable hereunder except for its own gross negligence or otherwisewillful misconduct and the Company agrees to indemnify the Escrow Agent for and hold it harmless as to any loss, liability, or expense, including reasonable attorney fees, incurred without gross negligence or willful misconduct on the part of the Escrow Agent and arising out of or in connection with the execution Escrow Agent's duties under this Agreement. Specifically and delivery without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment or reinvestment, in good faith and in accordance with the terms hereof, of any Escrowed Property held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or bad faith in such investment or reinvestment, or for any loss of income incident to any such delay. The provisions of this Agreement, Section 8 shall survive the establishment termination of this Agreement or the resignation or removal of the Escrow FundAgent. (d) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in compliance with the acceptance provisions of this Agreement without being required to determine the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities authenticity or the proceeds correctness of any fact stated therein or the propriety or validity or service thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the . The Escrow Agent may act in accordance reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of any non-negligent action it proposes to take and the date on which it proposes to act, non-negligent omission regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting without the Company consent in accordance with such a proposal on or non-negligent error after the date specified therein, provided that the specified date shall be at least two business days after the Company receives the Escrow Agent's request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested. (e) The Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in accordance with such advice. (f) The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and has only possession thereof. (g) In the event of ambiguity in the provisions governing the Escrowed Property or uncertainty on the part of the Escrow Agent made as to how to proceed, such that the Escrow Agent, in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District sole and absolute judgment, deems it necessary for its protection so to do, the Escrow Agent assumes may refrain from taking any action other than to retain custody of the Escrowed Property deposited hereunder until it shall have received written instructions signed by the Company, or to deposit the Escrowed Property with a court of competent jurisdiction and thereupon to have no responsibility for the correctness thereof. further duties or responsibilities in connection therewith. (h) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectability of the Investment Securities any security or other document or instrument held by or delivered to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. it. (i) The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligencecalled upon to advise any party as to selling or retaining, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may taking or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection refraining from taking any action with respect to to, any action taken, suffered securities or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtother property deposited hereunder.

Responsibilities of the Escrow Agent. 8.1 The Escrow Agent shall exercise the same degree of care toward the Escrowed Property as it exercises toward similar property of its own and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoeverhigher standard of care under this Agreement, nor deemed to owe any fiduciary duty to MAPCO. 8.2 The Escrow Agent shall be obligated to perform only such duties as expressly set forth in tortthis Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent. 8.3 The Escrow Agent shall not be liable hereunder except for its own gross negligence or willful misconduct and MAPCO agrees to indemnify the Escrow Agent for, contract and hold it harmless as to, any loss, liability, or otherwiseexpense, including reasonable attorney fees, incurred without gross negligence or willful misconduct on the part of the Escrow Agent and arising out of or in connection with this Escrow Agreement or the execution and delivery of Escrow Agent’s duties under this Agreement. Specifically and without limiting the foregoing, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent shall in no event have any liability in connection with its investment or reinvestment, and in good faith and in accordance with the terms hereof, of any Escrowed Property held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or bad faith in such investment or reinvestment, or for any loss of income incident to any such delay. 8.4 The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provision hereof has been duly authorized to do so. 8.5 At any time the Escrow Agent may request in writing an instruction and may at its own option include in such request the course of any non-negligent action it proposes to take and the date on which it proposes to act, non-negligent omission regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for action in accordance with such proposal on or non-negligent error after the date specified therein, provided that the specified date shall be at least two (2) business days after MAPCO receives the Escrow Agent’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested. 8.6 The Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Escrow Agreement and shall not be liable for any action taken or omitted in accordance with such advice. 8.7 The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and has only possession thereof. 8.8 In the event of ambiguity in the provisions governing the Escrowed Property or uncertainty on the part of the Escrow Agent made as to how to proceed, such that the Escrow Agent, in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements sole and absolute judgment, deems it necessary for its protection so to do, it may refrain from taking any action other than to retain custody of the District Escrowed Property until it shall have received written instructions, or to deposit the Escrowed Property with court of competent jurisdiction and the Escrow Agent assumes thereupon to have no responsibility for the correctness thereof. further duties or responsibilities in connection therewith. 8.9 The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectibility of the Investment Securities any security or other document or instruction held by or delivered to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. it. 8.10 The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligencecalled upon to advise MAPCO as to selling or retaining, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may taking or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection refraining from taking any action with respect to to, any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtproperty deposited hereunder.

Responsibilities of the Escrow Agent. (i) The Escrow Agent shall exercise the same degree of care toward the Escrow Amount as it exercises toward its own similar property and its respective successors, assigns, agents and servants shall not be held to any personal higher standard of care under this Escrow Agreement. (ii) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Escrow Agreement. No implied covenants or obligations shall be inferred from this Escrow Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement concerning the Escrow Parties beyond the specific terms hereof. (iii) The Escrow Agent shall not be liable hereunder except for its own fraud, willful misconduct or bad faith and the Escrow Parties jointly agree to indemnify the Escrow Agent for and hold it harmless as to any loss, liability whatsoeveror expense, in tortincluding attorney fees, contract incurred without fraud, willful misconduct or otherwise, bad faith on the part of the Escrow Agent and arising out of or in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by . In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (iv) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in accordance compliance with the provisions of this Escrow Agreement without being required to determine the authenticity or the correctness or any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Escrow Agreement or signature believed by reason of it to be genuine and may assume that any non-negligent act, non-negligent omission person purporting to give notice or non-negligent error receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Escrow Agent may request in writing an instruction in writing from any of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. Parties. (v) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectibility of the Investment Securities any security or other document or instrument held by or delivered to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. it. (vi) The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited or acquired by it hereunder. (vii) In the event of any ambiguity in the provisions of this Escrow Agreement or any dispute between or conflicting claims by or among the undersigned and/or any other person or entity with respect to any funds or property deposited hereunder, the Escrow Agent shall be entitled, at its sole option, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in connection any way to the undersigned for its failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until either such conflicting or adverse claims or demands shall have been finally determined by binding arbitration (if applicable) or a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing, satisfactory to the Escrow Agent or the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to hold the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the Escrow Agent may deem necessary. (viii) No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (ix) Each party to this Escrow Agreement hereby waives and releases the Escrow Agent from any claim that the Escrow Agent is acting as counsel to any party to this Escrow Agreement and Escrow Agent will be free to represent any party to this Escrow Agreement in any matter adverse to any other party to this Escrow Agreement other than matters involving a dispute under this Agreement except for its own negligence, willful misconduct or default, Escrow Agreement. The immunities and the duties and obligations exceptions from liability of the Escrow Agent shall be determined by the express extend to its partners, employees and agents. (x) The provisions of this Agreement. The Section 4(b) shall survive termination of this Escrow Agent may consult with counsel, who may Agreement and/or the resignation or may not be counsel to the District, and in reliance upon the written opinion removal of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictAgent.

Responsibilities of the Escrow Agent. (a) The Escrow Agent and shall have no duties nor responsibilities except those expressly set forth herein. The Escrow Agent shall have no responsibility for the validity, performance or interpretation of any agreements referred to in this Escrow Agreement. The Escrow Agent's liability is limited to bad faith, willful misconduct or gross negligence on its respective successorspart. The Escrow Agent shall be protected in acting upon any certificate, assignsnotice or other instrument whatsoever received by it under this Escrow Agreement, agents and servants shall not be held only as to any personal liability whatsoever, in tort, contract or otherwise, in connection with the its due execution and delivery of this Agreementvalidity, but also as to the establishment truth of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by information contained therein which the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall believes to be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. genuine. (b) The Escrow Agent makes no representation as is acting only with respect to the sufficiency of the Investment Securities Escrow Amount. If any controversy arises involving any party to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Escrow Agreement as to the District and, except as otherwise provided hereinany matter arising out of or relating to this Escrow Agreement, the Escrow Agent shall incur not be required to determine same and shall have the right to cease any disbursement of the Escrow Amount or any portion thereof, but in such event the Escrow Agent shall retain the same until receipt by the Escrow Agent (i) of joint instructions in writing, signed by the HPI Stockholders Representative and the Purchaser, directing the disposition of the Escrow Amount in question, or (ii) of a Final Judgment providing for the disposition of the Escrow Amount in question. (c) In the event of any uncertainty of the Escrow Agent as to its duties or rights hereunder or any receipt of instructions from any of the undersigned relating to any Escrow Account which, in the opinion of the Escrow Agent, conflicts with any of the provisions of this Escrow Agreement, the Escrow Agent may refrain from any action until directed otherwise in joint writing by the HPI Stockholders Representative and the Purchaser or a Final Judgment. This Escrow Agreement sets forth the entire agreement among the parties hereto and the Escrow Agent as escrow agent. Notwithstanding any provision to the contrary in any other agreement (excluding any amendment to this Escrow Agreement) between the parties hereto, the Escrow Agent shall have no liability with respect theretointerest in any Escrow Amount except as provided in this Escrow Agreement. The terms of this Escrow Agreement shall govern and control in all respects in the event of any conflicts or inconsistent provisions in any other agreement (excluding any amendment to this Escrow Agreement). (d) The Escrow Agent shall not be liable obligated to risk its own funds in connection with the performance administration of any Escrow Account. The Escrow Agent need not take any action under this Escrow Agreement which may involve it in the expense or liability until indemnified by the HPI Indemnifying Stockholders and the Purchaser pursuant to Section 11 hereof for any expense or liability it reasonably believes it may incur. (e) Any recitals contained in this Escrow Agreement shall be deemed to be those of the HPI Indemnifying Stockholders and the Purchaser and not those of the Escrow Agent. (f) The Escrow Agent may engage legal counsel to review this Escrow Agreement and any question as to any of the provisions hereof or its duties under this Agreement except for its own negligence, willful misconduct or defaulthereunder, and the duties and obligations of the Escrow Agent shall not be determined by liable for any act or omission taken or suffered pursuant to the express provisions opinion of this Agreementsuch counsel, so long as such action or conduct does not constitute gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, reasonable fees and in reliance upon the written opinion expenses of such counsel shall have full be deemed to be a proper expense and complete authorization shall be added to and protection with respect to any action takenbe a part of the Escrow Agent's fee hereunder. (g) Unless specifically required by the terms of this Escrow Agreement, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary not take notice of or desirable that a matter be proved enforce any other document or established prior to takingrelationship, sufferingincluding, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer without limiting the generality of the Districtforegoing, any contract, settlement, arrangement, plan, assignment, pledge, release, decree or the like, and its duties shall be solely as set forth in this Escrow Agreement. (h) As promptly as practicable following the disbursement of any funds of any Escrow Account, the Escrow Agent shall send a written statement to each of the HPI Stockholders Representative and Purchaser stating the amount of the disbursement and the amounts remaining in the Escrow Account.

Responsibilities of the Escrow Agent. The Escrow Agent Agent's acceptance of its duties under this Agreement is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to its respective successorsrights, assignsduties, agents liabilities and servants shall not be held immunities: (a) except as to any personal liability whatsoever, in tort, contract or otherwise, in connection with the due execution and delivery by the Escrow Agent of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent it makes no representation and has no responsibility as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement or of any other instrument referred to herein, or as to the District and, except as otherwise provided correctness of any statement contained herein, and it shall not be required to inquire as to the performance of any obligation under the Stock Purchase Agreement; (b) the Escrow Agent shall incur no liability with respect thereto. The be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, which it in good faith believes to be genuine and what it purports to be; (c) the Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection with the performance of its duties under this Agreement therewith, except for its own negligence, willful misconduct negligence or default, and misconduct; (d) the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may competent and responsible legal counsel selected by it and it shall not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to liable for any action taken, suffered taken or omitted by it in good faith in accordance therewith. Whenever with the advice of such counsel; (e) the Escrow Agent shall deem have no duties or responsibilities except those expressly set forth herein, and it necessary or desirable that a matter shall not be proved or established prior to taking, suffering, or omitting bound by any action under modification of this Agreement, Agreement unless such matter may be deemed to be conclusively established by a certificate modification is in writing and signed by an authorized officer of the Districtother parties hereto and, if its duties as Escrow Agent hereunder are affected, unless it shall have given written consent thereto.

Responsibilities of the Escrow Agent. (a) The Escrow Agent shall exercise the same degree of care toward the Escrowed Property as it exercises toward its own similar property and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoeverhigher standard of care under this Agreement, nor be deemed to owe any fiduciary duty to the Company. (b) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in tortthis Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, contract nor shall the Escrow Agent be bound by the provisions of any agreement by the Company beyond the specific terms hereof. (c) The Escrow Agent shall not be liable hereunder except for its own gross negligence or otherwisewillful misconduct and the Company agrees to indemnify the Escrow Agent for and hold it harmless as to any loss, liability, or expense, including reasonable attorney fees, incurred without gross negligence or willful misconduct on the part of the Escrow Agent and arising out of or in connection with the execution Escrow Agent’s duties under this Agreement. Specifically and delivery without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment or reinvestment, in good faith and in accordance with the terms hereof, of any Escrowed Property held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or bad faith in such investment or reinvestment, or for any loss of income incident to any such delay. The provisions of this Agreement, Section 8 shall survive the establishment termination of this Agreement or the resignation or removal of the Escrow FundAgent. (d) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in compliance with the acceptance provisions of this Agreement without being required to determine the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities authenticity or the proceeds correctness of any fact stated therein or the propriety or validity or service thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the . The Escrow Agent may act in accordance reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of any non-negligent action it proposes to take and the date on which it proposes to act, non-negligent omission regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting without the Company consent in accordance with such a proposal on or non-negligent error after the date specified therein, provided that the specified date shall be at least two business days after the Company receives the Escrow Agent’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested. (e) The Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in accordance with such advice. (f) The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and has only possession thereof. (g) In the event of ambiguity in the provisions governing the Escrowed Property or uncertainty on the part of the Escrow Agent made as to how to proceed, such that the Escrow Agent, in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District sole and absolute judgment, deems it necessary for its protection so to do, the Escrow Agent assumes may refrain from taking any action other than to retain custody of the Escrowed Property deposited hereunder until it shall have received written instructions signed by the Company, or to deposit the Escrowed Property with a court of competent jurisdiction and thereupon to have no responsibility for the correctness thereof. further duties or responsibilities in connection therewith. (h) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectability of the Investment Securities any security or other document or instrument held by or delivered to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. it. (i) The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligencecalled upon to advise any party as to selling or retaining, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may taking or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection refraining from taking any action with respect to to, any action taken, suffered securities or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtother property deposited hereunder.

Responsibilities of the Escrow Agent. The Escrow Agent undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Agreement. These duties shall be deemed purely ministerial in nature, and the Escrow Agent shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been negligent in ascertaining the pertinent facts. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities amounts in the Escrow Fund to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. In no event shall the Escrow Agent be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The recitals of fact contained in the “whereasWhereas” clauses herein shall be taken as the statements of the District Authority and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities amounts in the Escrow Fund to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District Authority and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as a duty and, with respect to such permissive rights, the Escrow Agent shall not be answerable for other than its negligence or willful misconduct. The Escrow Agent may consult with counsel, who may or may not be counsel to the DistrictAuthority, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictAuthority. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Funds, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. The Escrow Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, decree, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The liability of the Escrow Agent to make the payments required by this Agreement shall be limited to the moneys in the Escrow Fund. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Authority, pursuant to the provisions of this Agreement, unless such parties shall have offered to the Escrow Agent security or indemnity (satisfactory to the Escrow Agent in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent. The Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or document other than this Agreement. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility. The Escrow Agent shall not be liable for any amount in excess of the value of the Escrow Fund. The Escrow Agent shall not be liable for the accuracy of any calculations provided herein. The Escrow Agent shall be entitled to request and receive written instructions from the Authority and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Escrow Agent in accordance with the written direction of Authority. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, after sending written notice of the same to Authority, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the Escrow Fund or (b) receives a written instruction, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Escrow Agent, directing delivery of the Escrow Fund. The Escrow Agent will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Escrow Agent may file an interpleader action in a state or federal court, and upon the filing thereof, the Escrow Agent will be relieved of all liability as to the Escrow Fund and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The Authority shall pay the Escrow Agent full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service, or any liability with respect to any such taxes.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the District periodic transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder; provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that (a) has a balance of $0.00 and (b) has not had any activity since the last reporting date.

Responsibilities of the Escrow Agent. (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no responsibility for the validity of any agreements referred to in this Agreement, or for the performance of any such agreements by any party thereto or for interpretation of any of the provisions of any of such agreements. The liability of the Escrow Agent hereunder shall be limited solely to bad faith, willful misconduct or gross negligence on its part. The Escrow Agent shall be protected in acting and its respective successorsmay rely upon any certificate, assignsnotice, agents and servants shall not be held to any personal liability whatsoeverinstruction, in tortrequest, contract statement, confirmation, agreement, consent or otherwise, other instrument whatsoever received by the Escrow Agent under or in connection with the this Agreement, not only as to its due execution and delivery the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by a proper person or persons; provided, however, that the Escrow Agent otherwise complies with the terms hereof. The Escrow Agent does not have and will not have any interest in the funds deposited hereunder but is serving only as escrow holder and having only possession thereof. (b) The Escrow Agent shall have no responsibility as to the validity, collectibility or value of any property held by it in escrow pursuant to this Agreement. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to any property held by it in escrow pursuant to this Agreement which, in the opinion of the Escrow Agent, are in conflict with any of the provisions of this Agreement, the establishment Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in a joint writing executed by Buyer and Representative or by an order of the a court of competent jurisdiction. The Escrow FundAgent shall be deemed to have no notice of, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations under, any agreement or agreements with respect to any property held by the Escrow Agent it in accordance with the provisions of escrow pursuant to this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of other than as set forth herein. This Agreement sets forth the Escrow Agent made in good faith in entire agreement among the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District parties hereto and the Escrow Agent assumes no responsibility for the correctness thereofas escrow agent. The Escrow Agent makes no representation as Notwithstanding any provision to the sufficiency contrary contained in any other agreement (excluding any amendment to this Agreement) between or among any of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided hereinparties hereto, the Escrow Agent shall incur have no liability with respect thereto. The Escrow Agent shall not be liable interest in connection with the performance of its duties under property held by it in escrow pursuant to this Agreement except for its own negligenceas provided in this Agreement. With respect to the Escrow Agent, willful misconduct or default, and in the duties and obligations event that any of the Escrow Agent shall be determined by terms and provisions of any other agreement (excluding any amendment to this Agreement) between or among any of the express parties hereto conflict or are inconsistent with any of the terms and provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, terms and provisions of this Agreement shall govern and control in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Districtall respects.

Responsibilities of the Escrow Agent. (a) The Escrow Agent shall exercise the same degree of care toward the Escrow Amount as it exercises toward its own similar property and its respective successors, assigns, agents and servants shall not be held to any personal higher standard of care under this Escrow Agreement. (b) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in the Merger Agreement and in this Escrow Agreement. No implied covenants or obligations shall be inferred from this Escrow Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement concerning the Buyer, the Stockholder Representative or the Indemnifying Stockholders beyond the specific terms hereof. (c) The Escrow Agent shall not be liable hereunder except for its own fraud, gross negligence, willful misconduct or bad faith and Buyer and the Stockholder Representative agree to indemnify the Escrow Agent for and hold it harmless as to any loss, liability whatsoever(other than any income tax liability of the Escrow Agent attributable to payments required to be made to the Escrow Agent pursuant to this Escrow Agreement), in tortor expense, contract including attorney fees, incurred without fraud, gross negligence, willful misconduct or otherwise, bad faith on the part of the Escrow Agent and arising out of or in connection with the execution Escrow Agent's duties under this Escrow Agreement. Each of Buyer and delivery the Stockholder Representative shall be responsible for fifty percent (50%) of this Agreementsuch indemnification responsibilities. Specifically and without limiting the foregoing, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any property held in the Escrow Amount, including without limitation, any liability for any delay not resulting from fraud, gross negligence, willful misconduct or bad faith in such investment, reinvestment or liquidation, or for any loss of income incident to any such delay. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in compliance with the provisions of this Escrow Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Escrow Agreement or signature believed by reason of it to be genuine and may assume that any non-negligent act, non-negligent omission person purporting to give notice or non-negligent error of receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time the Escrow Agent made may request in good faith writing an instruction in writing from Buyer and the conduct Stockholder Representative, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its dutiesduties and obligations hereunder. The recitals Escrow Agent shall not be liable for acting without the consent of fact contained Buyer and the Stockholder Representative in accordance with such a proposal on or after the “whereas” clauses herein date specified therein, provided that the specified date shall be taken as at least ten Business Days after Buyer and the statements Stockholder Representative receive the Escrow Agent's request for instructions and its proposed course of the District action, and provided further that, prior to so acting, the Escrow Agent assumes no responsibility has not received the written instructions requested. (e) The Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Escrow Agreement and shall not be liable for the correctness thereof. any action taken or omitted in accordance with such advice. (f) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectability of the Investment Securities any security or other document or instrument held by or delivered to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. it. (g) The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited or acquired by it hereunder. (h) In the event of any ambiguity in the provisions of this Escrow Agreement or any dispute between or conflicting claims by or among the undersigned and/or any other person or entity with respect to any funds or property deposited hereunder, the Escrow Agent shall be entitled, at its sole option, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in connection any way to the undersigned for its failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, at its sole option, either such conflicting or adverse claims or demands shall have been finally determined by binding arbitration or a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing, satisfactory to the Escrow Agent or the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the Escrow Agent may deem necessary. (i) No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Agreement except for its own negligence, willful misconduct or default, hereunder. (j) The immunities and the duties and obligations exceptions from liability of the Escrow Agent shall be determined by the express extend to its officers, directors, employees and agents. (k) The provisions of this Agreement. The Section 2.5 shall survive termination of this Escrow Agent may consult with counsel, who may Agreement and/or the resignation or may not be counsel to the District, and in reliance upon the written opinion removal of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the DistrictAgent.

Responsibilities of the Escrow Agent. (a) The Escrow Agent shall exercise the same degree of care toward the Escrow Amount as it exercises toward its own similar property and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoeverhigher standard of care under this Agreement. The Escrow Agent shall hold the Escrow Amount in safe keeping and make distributions of the Escrow Amount as provided herein. (b) The Escrow Agent shall not be liable hereunder except for its own gross negligence or willful misconduct, in tortand Parent, contract Buyer and the Escrowing Sellers, severally and not jointly, agree to indemnify the Escrow Agent for, and hold it harmless as to, any loss, liability, or otherwiseexpense, including attorney's fees, incurred without gross negligence or willful misconduct on the part of the Escrow Agent and arising out of or in connection with the execution and delivery Escrow Agent's duties under this Agreement. In no event shall the Escrow Agent be liable (i) for acting in accordance with instructions from Buyer, the Seller Representative or any agent of either of them as provided in this Agreement, (ii) for acting in accordance with the establishment procedures set forth in Section 7, (iii) for special or consequential damages, or (iv) at any time for any amount in excess of the value of the Escrow FundAmount. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in compliance with the acceptance provisions of this Agreement without being required to determine the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities authenticity or the proceeds correctness of any fact stated therein or the propriety or validity or service thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the . The Escrow Agent may act in accordance reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and may assume that any person purporting to give notice of receipt or advice or make any non-negligent act, non-negligent omission statement or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable execute any document in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. hereof has been duly authorized to do so. (d) The Escrow Agent may consult with counsellegal counsel in connection with its duties under this Agreement and shall be fully protected in any act it takes, who may suffers, or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it permits in good faith in accordance therewith. Whenever with such advice. (e) In the event of any ambiguity in the provisions of this Agreement or any dispute, controversy or conflicting claims by or among the undersigned and/or any other person or entity with respect to any funds deposited hereunder, the Escrow Agent shall deem it necessary be entitled, at its sole option, to refuse to comply with any and all claims, demands or desirable instructions with respect to such funds so long as such dispute, controversy or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to the undersigned for its failure or refusal to comply with such conflicting claims, demands or instructions, provided that the Escrow Agent has not acted with willful misconduct, gross negligence or bad faith. The Escrow Agent shall be entitled to refuse to act until, at its sole option, either (i) such dispute, controversy or conflicting claims shall have been finally determined by a matter be proved court of competent jurisdiction or established prior settled by agreement between the conflicting parties as evidenced in a writing satisfactory to taking, sufferingthe Escrow Agent, or omitting (ii) the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless from and against any action under this Agreementand all loss, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District.liability or expense that the

Responsibilities of the Escrow Agent. (a) The Escrow Agent and its respective successorsshall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, assigns, agents and servants nor shall the Escrow Agent be bound by the provisions of any agreement of the Company or the Lenders beyond the specific terms hereof. (b) The Escrow Agent shall not be held liable hereunder except for its own gross negligence, bad faith or willful misconduct and the Company and the Lenders agree to indemnify the Escrow Agent for and hold it harmless as to any personal loss, liability whatsoeveror expenses, in tortincluding attorney fees, contract incurred without gross negligence, bad faith or otherwise, willful misconduct on the part of the Escrow Agent and arising out of or in connection with the execution and delivery of Escrow Agent's duties under this Agreement. In no event shall the Escrow Agent be liable (i) for acting in good faith, without gross negligence, bad faith or willful misconduct, in accordance with instructions from the establishment Company and/or the Lenders or any of their agents, (ii) for incidental, indirect, special or consequential damages, (iii) for the acts or omissions of its nominees, correspondents, designees, sub-agents or sub-custodians that do not constitute gross negligence, bad faith or willful misconduct or (iv) for any amount in excess of the value of the Escrow FundProperty. (c) The Escrow Agent shall (in the absence of bad faith, gross negligence or willful misconduct) be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered to it in compliance with the acceptance provisions of this Agreement without being required to determine the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities authenticity or the proceeds thereof, correctness of any fact stated therein or the sufficiency propriety or validity of service thereof or such court's jurisdiction in the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the matter. The Escrow Agent may (in accordance the absence of bad faith, gross negligence or willful misconduct) act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request in writing written instructions from the Company and the Agent, and may at its option include in such request the course of any non-negligent action it proposes to take, and the date on which it proposes to act, non-negligent omission regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting without the consent of the Company and the Agent in accordance with such a proposal on or non-negligent error after the date specified therein, provided that the specified date shall be at least five Business Days after the Company and the Agent receive the Escrow Agent's request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent made has not received the written instructions requested or other written instructions signed by the Company and the Agent not inconsistent with the terms of this Agreement. The Agent, the Escrow Agent and the Company shall send copies of all such written correspondence received or sent by such party to the other parties hereto. (d) The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Property, any account in which Escrow Property is deposited or this Agreement, or to prosecute or defend any such legal action or proceeding brought by persons not a party to this Agreement. The Escrow Agent may act in accordance with advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable and shall be fully indemnified for any liability whatsoever for any action taken or omitted to be taken in good faith in the conduct of its dutiesaccordance with such written advice. The recitals Company shall promptly pay, upon demand, the reasonable fees and expenses of fact contained any such counsel. (e) The Escrow Agent does not have any interest in the “whereas” clauses herein shall be taken Escrow Property deposited hereunder but is serving as the statements of the District escrow holder only and the Escrow Agent assumes no responsibility for the correctness has only possession thereof. . (f) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it by the Investment Securities to accomplish Company or the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. Agent. (g) The Escrow Agent shall not be liable called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. (h) In the event of any ambiguity in connection with the performance provisions of its duties under this Agreement except for its own negligenceor any dispute between or conflicting claims by or between any party or any other person or entity with respect to any property deposited hereunder, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be entitled, at its sole option, to refuse to comply with any and all claims, demands or instructions with respect to such property so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to the undersigned for its failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, at its sole option, either such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the express provisions conflicting parties as evidenced in writing, satisfactory to the Escrow Agent or the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of this Agreementits acting. The Escrow Agent may consult with counsel, who may in addition elect in its sole option to commence an interpleader action or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered seek other judicial relief or omitted by it in good faith in accordance therewith. Whenever orders as the Escrow Agent may deem necessary. (i) No provision of this Agreement shall deem it necessary require the Escrow Agent to expend or desirable that a matter risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (j) The Escrow Agent shall not be proved or established prior required to taking, suffering, or omitting invest any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer amounts held as part of the DistrictEscrow Property.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held have no duties or responsibilities except those expressly set forth herein. The Escrow Agent shall have no responsibility for the validity of any agreements referred to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Escrow Agreement, or for the establishment performance of any such agreements by any party thereto or for interpretation of any of the provisions of any of such agreements. The liability of the Escrow FundAgent hereunder shall be limited solely to bad faith, the acceptance of the moneys willful misconduct or securities deposited thereinnegligence on its part. The Escrow Agent shall be protected in acting upon any certificate, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer notice or other application of moneys or obligations instrument whatsoever received by the Escrow Agent under this Escrow Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in accordance good faith believes to be genuine and to have been signed or presented by a proper person or persons. The Escrow Agent shall have no responsibility as to the validity, collectibility or value of any property held by it in the Escrow pursuant to this Escrow Agreement and the Escrow Agent may rely on any notice, instruction, certificate, statement, request, consent, confirmation, agreement or other instrument which it believes to be genuine and to have been signed or presented by a proper person or persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions from any of the undersigned with respect to any property held by it in the Escrow pursuant to this Escrow Agreement which, in the opinion of the Escrow Agent, are in conflict with any of the provisions of this Agreement or by reason of any non-negligent actEscrow Agreement, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements entitled to refrain from taking any action until it shall be directed otherwise in writing by all of the District and the Escrow Agent assumes no responsibility for the correctness thereofother Parties or by an order of a court of competent jurisdiction. The Escrow Agent makes shall be deemed to have no representation as notice of, or duties with respect to, any agreement or agreements with respect to any property held by it in the sufficiency of the Investment Securities Escrow pursuant to accomplish the refunding and defeasance of the Refunded Bonds this Escrow Agreement other than this Escrow Agreement or to the validity of this Agreement as to the District and, except as otherwise provided herein. This Escrow Agreement sets forth the entire agreement between the Parties and the Escrow Agent as escrow agent. Notwithstanding any provision to the contrary contained in any other agreement (excluding any amendment to this Escrow Agreement) between any of the Parties, the Escrow Agent shall incur have no liability with respect thereto. The interest in the property held by it in escrow pursuant to this Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and as provided in this Escrow Agreement. In the duties and obligations event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agent shall be determined by Agreement) between any of the express Parties conflict or are inconsistent with any of the terms and provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer the terms and provisions of the Districtthis Escrow Agreement shall govern and control in all respects.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which the parties to this Escrow Agreement hereby agree shall govern and control with respect to its rights, duties, liabilities and immunities: A. The Escrow Agent shall act hereunder as depository only, and it shall not be responsible or liable in accordance with any manner whatever for the provisions of this Agreement or by reason sufficiency of any non-negligent act, non-negligent omission amount deposited with it. B. The Escrow Agent may relay and act upon any instrument or non-negligent error other writing provided by a duly authorized officer of any of the Escrow Agent made parties hereto believed by it in good faith in to be genuine, and to be signed or presented by the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District proper person, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance by it of its duties under pursuant to the provisions of this Agreement Escrow Agreement, except for its own negligencewillful misfeasance, willful misconduct gross negligence or defaultbreach by it of the express terms of this Escrow Agreement. C. The Company agrees to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the duties and obligations part of the Escrow Agent shall be determined or breach by the express provisions Escrow Agent of the terms of this Escrow Agreement. , arising out of or in connection with its entering into this Escrow Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability. D. The Escrow Agent may consult with counsel, who may or may not be counsel to the Districtwith, and obtain advice from, legal counsel in reliance upon the written opinion event of such counsel shall have full and complete authorization and protection with respect any question as to any action takenof the provisions hereof or its duties hereunder, suffered or omitted by and it shall incur no liability and shall be fully protected in acting in good faith in accordance therewithwith the opinion and instructions of such counsel. Whenever The cost of such services shall be added to and be a part of the Escrow Agent's fee hereunder. E. The Escrow Agent shall deem have no duties except those which are expressly set forth herein, and it necessary or desirable that shall not be bound by any notice of a matter be proved or established prior to taking, sufferingclaim, or omitting demand with respect thereto, or any action under waiver, modification, amendment, termination or rescission of this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District.Escrow

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and (a) It is agreed that the duties and obligations of the Escrow Agent are only such as are herein specifically provided and no other. The Escrow Agent’s duties are as a depositary only, and the Escrow Agent shall be determined by the express provisions of this Agreementincur no liability whatsoever, except for its willful misconduct or gross negligence. The Escrow Agent may consult with counselcounsel of its choice, who may or may and shall not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to liable for any action taken, suffered or omitted by it in good faith accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Escrow Agreement unless the same shall be in accordance therewithwriting and signed by or on behalf of each of the parties and agreed to by the Escrow Agent. Whenever In the event that the Escrow Agent shall deem be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action other than to keep safely, all property held in escrow until it shall jointly be directed otherwise in writing by the parties or by a final judgment of an arbitrator or court of competent jurisdiction. (b) The Escrow Agent shall be fully protected in relying upon any written notice, demand, certificate or document which it, in good faith, believes to be genuine. (c) The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings which may be instituted against it. (d) If the Escrow Agent at any time, in its sole discretion, deems it necessary or desirable that advisable to relinquish custody of the Escrow Shares, it may do so by delivering the same to any other escrow agent mutually agreeable to the parties, and if no such Escrow Agent shall be selected, then the Escrow Agent may do so by delivering the Escrow Shares (a) to any bank or trust company located in the State of New York, which is willing to act as escrow agent hereunder in place and instead of the Escrow Agent or (b) to the clerk or other proper officer of a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter court of competent jurisdiction as may be deemed permitted under the terms and conditions of this Agreement and by law within the State of New York. The fee of any such bank or trust company or court officer shall be jointly paid in equal amounts by Premier, on the one hand, and the GHH Escrowees, on the other hand. Upon such delivery, the Escrow Agent shall be discharged from any and all responsibility or liability with respect to be conclusively established by a certificate signed by an authorized officer of the DistrictEscrow Shares except as herein provided.

Responsibilities of the Escrow Agent. The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement of the Company or the Lenders beyond the specific terms hereof. (a) Except as otherwise provided in section 5 below, the Escrow Agent shall not be liable hereunder except for its own gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) and the Interested Parties shall jointly and severally agree to indemnify and hold the Escrow Agent and its affiliates and their respective successors, assigns, agents directors, officers, managers, employees, agents, attorneys, accountants and servants shall not be held experts for and hold it harmless as to any personal liability whatsoeverand all losses, in tortliabilities or expenses, contract including judgments, damages, fines, penalties, claims, demands, settlements, costs and agents’ and attorneys’ fees and expenses for anything done or otherwise, omitted by the Escrow Agent arising out of or in connection with this Agreement except as a result of its gross negligence, bad faith or willful misconduct (each as finally determined by the execution and delivery court of competent jurisdiction).. The Escrow Agent shall notify the Interested Parties promptly of any claim for which it may seek indemnity. The Interested Parties’ obligations pursuant to this Section 4(a) shall survive the termination of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding . The costs and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations expenses incurred by the Escrow Agent in enforcing the right to indemnification shall be jointly and severally paid by the Interested Parties unless it is determined by a final order, judgment, decree or ruling of a court of competent jurisdiction that the Escrow Agent is not entitled to indemnification due to its own gross negligence, bad faith or willful misconduct. In no event shall the Escrow Agent be liable (i) for acting in good faith, without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), in accordance with instructions from the Company and/or the Credit Agreement Agent in accordance with the terms hereof, (ii) for the acts or omissions of its nominees, correspondents, designees, sub-holders or sub-custodians that do not constitute gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction), (iii) for incidental, indirect, special, punitive or consequential losses or damages, or (iv) for any amount in excess of the fees paid by the Company to the Escrow Agent. (b) The Escrow Agent shall (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) be entitled to rely upon any order, judgment, certification, instruction, notice, opinion or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof or such court’s jurisdiction in the matter. The Escrow Agent may (in the absence of gross negligence, bad faith or willful misconduct; each as finally determined by a court of competent jurisdiction) act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by reason it to be genuine and assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy or content of any non-negligent such instrument or signature. The Escrow Agent may at any time request in writing written instructions from the Interested Parties and may at its option include in such request the course of action it proposes to take, and the date on which it proposes to act, non-negligent omission regarding any matter arising in connection with its duties and obligations hereunder. In the absence of gross negligence, bad faith or non-negligent error willful misconduct (each as finally determined by a court of competent jurisdiction), the Escrow Agent made shall not be liable for acting without the consent of the Interested Parties in good faith in accordance with such a proposal and the conduct terms of this Agreement on or after the date specified therein, provided that the specified date shall be at least five (5) business days after the Interested Parties receive the Escrow Agent’s request for instructions and its dutiesproposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested or other written instructions signed by the Interested Parties not inconsistent with the terms of this Agreement. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District Interested Parties and the Escrow Agent assumes no responsibility shall send copies of all such written correspondence received or sent by such party to the other parties hereto. (c) The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Property, any account in which Escrow Property is deposited or this Agreement, or to prosecute or defend any such legal action or proceeding brought by persons not a party to this Agreement. The Escrow Agent may act in accordance with the written advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable and shall be fully indemnified for any liability whatsoever for any action taken or omitted to be taken in accordance with such written advice. The Interested Parties shall promptly pay, upon demand, the correctness reasonable fees and expenses of any such counsel. (d) The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow agent only and has only possession thereof. . (e) The Escrow Agent makes no representation as to the sufficiency validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it by the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided hereinCompany, the Escrow Credit Agreement Agent shall incur no liability with respect thereto. or the Lenders. (f) The Escrow Agent shall not be liable in connection called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with the performance of its duties under this Agreement except for its own negligencerespect to, willful misconduct any securities or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. other property deposited hereunder. (g) The Escrow Agent may consult with counsel, and obtain advice from counsel (who may or may not be counsel to a party hereto or an employee of the DistrictEscrow Agent) and shall be full protected in taking, suffering or omitting to take any action in reliance on said advice. (h) The Escrow Agent shall not be required to invest any amounts held as part of the Escrow Property. (i) The Escrow Agent shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in reliance upon any modification or amendment hereof to which the written opinion of such counsel Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall have full and complete authorization and protection with respect to any action takenbe implied or inferred. Without limiting the foregoing, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary not be subject to, nor be required to comply with, the Credit Agreement or desirable that a matter any other agreement between or among the parties hereto, even though reference thereto may be proved or established prior to taking, suffering, or omitting any action under made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement. (j) The Escrow Agent may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts. (k) The Escrow Agent may engage or be interested in any financial or other transaction with any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such matter may party or affiliate, as freely as if it were not the Escrow Agent hereunder. (l) The Escrow Agent shall not be deemed obligated to be conclusively established expand or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it. (m) The Escrow Agent shall not take instructions or directions except those given in accordance with this Agreement. (n) The Escrow Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by a certificate signed by an authorized officer reason of any occurrence beyond the control of the DistrictEscrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication). (o) This Section 4 shall survive termination of this Agreement and the resignation or substitution of the Escrow Agent.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds Certificates or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds Certificates or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the District periodic transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder; provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that (a) has a balance of $0.00 and (b) has not had any activity since the last reporting date.

Responsibilities of the Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof, the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “whereas” clauses herein shall be taken as the statements of the District and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the Investment Securities to accomplish the refunding and defeasance of the Refunded Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and (a) It is agreed that the duties and obligations of the Escrow Agent are only such as are herein specifically provided and no other. The Escrow Agent’s duties are as a depositary only, is acting purely in custodial fashion for the convenience of both parties, and shall be determined by the express provisions of this Agreementincur no liability whatsoever, except for its bad faith, willful misconduct or gross negligence. The Escrow Agent may consult with counselcounsel of its choice, who may or may and shall not be counsel to the District, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to liable for any action taken, suffered or omitted by it in good faith accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Escrow Agreement unless the same shall be in accordance therewithwriting and signed by or on behalf of each of the parties and agreed to by the Escrow Agent. Whenever In the event that the Escrow Agent shall deem be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action other than to keep safely, all property held in escrow until it shall jointly be directed otherwise in writing by the parties or by a final judgment of a court of competent jurisdiction. (b) The Escrow Agent shall be fully protected in relying upon any written notice, demand, certificate or document which it, in good faith, believes to be genuine. (c) The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings which may be instituted against it. (d) If the Escrow Agent at any time, in its sole discretion, deems it necessary or desirable that advisable to relinquish custody of the Escrowed Funds, it may do so by delivering the same to any other escrow agent mutually agreeable to the parties, and if no such Escrow Agent shall be selected, then the Escrow Agent may do so by delivering the Escrowed Funds (a) to any bank or trust company located in the State of New York, which is willing to act as escrow agent hereunder in place and instead of the Escrow Agent or (b) to the clerk or other proper officer of a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter court of competent jurisdiction as may be deemed permitted under the terms and conditions of this Agreement and by law within the State of New York. The fee of any such bank or trust company or court officer shall be jointly paid in equal amounts by Buyer and Representative Holder. Upon such delivery, the Escrow Agent shall be discharged from any and all responsibility or liability with respect to be conclusively established by a certificate signed by an authorized officer of the DistrictEscrowed Funds except as herein provided.