Common use of Rights and Duties of Escrow Agent Clause in Contracts

Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of the banking depository for the Deposits. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the Escrow Agent shall not charge any fee for its services as Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as to who is entitled to receive the Depositparties hereto, and the Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of required to solicit funds from the banking depository for the Deposits. No claim shall be made by the Seller Issuer or Buyer against the Escrow Agent except for the Deposit remaining Broker in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected in acting upon permitted to execute any noticeand all powers under this Agreement directly or through its agents and/or attorneys, requestand shall be allowed to seek counsel from any professional regarding the performance of this Agreement, consent, demand, statement, note or other paper or document believed by it to which professionals shall be genuine and to have been signed by selected at the party or parties purporting to sign sole discretion of the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall not charge be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any fee court of competent jurisdiction (by means of an interpleader action or other appropriate action) for its services instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those ’s release from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as the Parties with respect to who is entitled to receive the Depositsubject matter thereof, the and Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written instructions or oral agreement by and among Escrow Agent, Depositor and Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all Parties hereto and makes specific reference to this Agreement. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it Escrowed Property in accordance with the final order terms of this Agreement. Escrow Agent has no fiduciary duties of any kind. Escrow Agent may rely in good faith upon any written instructions reasonably believed to be genuine when signed and presented by the requesting party and shall not have a court duty to inquire or investigate the validity, truth and/or accuracy of competent jurisdiction, or to deposit any such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the written instruction. Escrow Agent shall not be liable for failure of the banking depository for the Depositsrequired to solicit funds from either Depositor or Secured Party in connection with this Agreement. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. The Escrow Agent shall be protected in acting upon permitted to execute any noticeand all powers under this Agreement directly or through its agents and/or attorneys, requestand shall be allowed to seek counsel from outside counsel regarding the construction or performance of this Agreement, consentor relating to any dispute involving any party hereto, demand, statement, note or other paper or document believed by it to which outside counsel shall be genuine and to have been signed by selected at the party or parties purporting to sign the samesole discretion of Escrow Agent. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against shall incur no liability and shall be fully indemnified from any loss, liability, damage or expense incurred by it liability whatsoever in acting in good faith in accordance with the opinion or advice of such outside counsel. Depositor shall promptly pay, upon demand, the reasonable and documented fees and expenses of any such outside counsel. Notwithstanding the foregoing, should Escrow Agent become uncertain as to its capacity duties under this Agreement, it shall be permitted to (a) immediately suspend the performance of any obligations (including, without limitation, any disbursement obligations) under this Agreement until such uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until such duties are expressly defined in a joint writing by the Parties, and shall only be required to protect and keep the Escrowed Property in their current investment(s) until such time as a written agreement among the Parties is executed or a court of competent jurisdiction shall render a final order directing further action, or (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, includingfor instructions with respect to such dispute or uncertainty, but not limited toand to the extent required or permitted by law, any reasonable attorneys' fees arising out pay into such court, for holding and disposition in accordance with the instructions of an action in interpleader. Except for such reimbursementcourt, all Escrowed Property, and the Escrow Agent shall not charge be entitled to payment by Depositor of all reasonable and documented fees and expenses (including court costs and reasonable and documented external attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Depositor, Secured Party, their respective shareholders or members, as applicable, or any fee for its services other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrowed Property or any delay in or with respect to any other action required or requested of Escrow Agent. (c) By joining herein. Upon release and disbursement of the Escrowed Property as set forth in “Exhibit A” hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to each of the other Parties, setting forth in such notice the date of release of the Escrowed Property, the party to whom the Escrowed Property were disbursed and the amount disbursed, such notification to be in the form of Escrow Agent’s final monthly statement. Upon the release and disbursement of the Escrowed Property and the delivery of the above referenced notification, Escrow Agent assumes responsibility only for performance of those shall be released from any and all duties and obligations imposed upon it under the terms of with respect to this Agreement and does not undertake to perform any other covenant, term, condition or provision each of this Agreement incumbent upon the Seller or Buyer hereunderParties hereto.

Rights and Duties of Escrow Agent. (a) In the event exercise of any dispute as to who is entitled to receive the Depositrights and duties prescribed or conferred by the terms of this Agreement, the Escrow Agent shall deliver it only exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in accordance with joint written instructions comparable circumstances. No provision of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, this Agreement shall be construed to relieve the Escrow Agent shall have the right from liability for its own negligent action, its own negligent failure to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdictionact, or to deposit such amounts with the court, pending a final decision of the controversyits own wilful misconduct or bad faith. (b) The obligation of the Escrow Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Escrow Agent or the Receiptholders hereunder shall be conditional upon the Receiptholders furnishing, when required by notice by the Escrow Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Escrow Agent to protect and to hold harmless the Escrow Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Escrow Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Escrow Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Escrow Agent the Subscription Receipts held by them, for which Subscription Receipts the Escrow Agent shall issue receipts. (d) Every provision of this Agreement that by its terms relieves the Escrow Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and of Section 9.2. (e) The Escrow Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto further agree that the and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent shall not be liable responsible for failure of ensuring that the banking depository for Proceeds are used in the Deposits. No claim shall be made manner contemplated by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. Prospectus. (g) The Escrow Agent shall retain the right not to act and shall not be protected in acting upon held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any notice, request, consent, demand, statement, note discretion or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless independent judgment. (h) The Escrow Agent against shall incur no liability whatsoever with respect to the delivery or non-delivery of any losscertificates whether delivery by hand, liability, damage mail or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the other means. (i) The Escrow Agent shall not charge be responsible or liable in any fee manner whatsoever for its services as Escrow Agentthe deficiency, correctness, genuineness or validity of any securities deposited with it. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as to who is entitled to receive the Depositparties hereto, and the Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, the Depositor and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of the banking depository for the Deposits. No claim shall be made by the Seller required to solicit funds from either Depositor or Buyer against the Escrow Agent except for the Deposit remaining Issuer in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected in acting upon permitted to execute any noticeand all powers under this Agreement directly or through its agents and/or attorneys, requestand shall be allowed to seek counsel from any professional regarding the performance of this Agreement, consent, demand, statement, note or other paper or document believed by it to which professionals shall be genuine and to have been signed by selected at the party or parties purporting to sign sole discretion of the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, Should the Escrow Agent become uncertain as to its duties under this Agreement, it shall not charge be permitted to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action. Upon release of Escrow Funds as set forth in Exhibit "A" hereto, Escrow Agent shall be fully released from any fee and all further obligations, except for its services as the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those 's release from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as to who is entitled to receive the Depositparties hereto, and the Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of required to solicit funds from the banking depository for the Deposits. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining Issuer in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected in acting upon permitted to execute any noticeand all powers under this Agreement directly or through its agents and/or attorneys, requestand shall be allowed to seek counsel from any professional regarding the performance of this Agreement, consent, demand, statement, note or other paper or document believed by it to which professionals shall be genuine and to have been signed by selected at the party or parties purporting to sign sole discretion of the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall not charge be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds uninvested until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any fee court of competent jurisdiction (by means of an interpleader action or other appropriate action) for its services instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those ’s release from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In 6.1 Escrow Agent will not be liable for any actions taken or omitted upon the event advice of counsel or upon a reasonable interpretation of any dispute instructions or documents provided to it by ZMAX or the Stockholders that it reasonably believes to be genuine or duly authorized. Escrow Agent may decline to act if it is in doubt as to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller its duties under this Agreement and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for such failure to act. Notwithstanding references herein to the Acquisition Agreement, Escrow Agent will not be charged with, nor be deemed to have knowledge of, any terms or conditions thereof, and Escrow Agent will not be under any duty to make any investigation of facts reported to it thereunder. 6.2 If Escrow Agent shall incur any liability, damage or expense arising out of or resulting from any claim that Escrow Agent has improperly distributed any of the banking depository for the Deposits. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possessionClosing Documents under this Agreement, claims for the other than as a result of Escrow Agent's own gross negligence or willful default hereunder. The misconduct, ZMAX and the Stockholders (collectively, the "Indemnitor") shall indemnify and hold Escrow Agent harmless therefrom. Escrow Agent is not responsible for the genuineness of any signature and may rely conclusively upon, and shall be protected in acting upon upon, any list, advice, judicial order or decree, certificate, notice, request, consent, demand, statement, note instruction or other paper or document instrument believed by it in good faith to be genuine and or to have been be signed or presented by the party proper party, or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless duly authorized or properly made. 6.3 Escrow Agent against is not responsible for any loss, liability, damage or expense incurred by it in acting in of the agreements described herein except for the performance of its capacity duties as expressly set forth herein. Escrow Agent's duties and obligations hereunder will be governed solely by the provisions of this Agreement, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the and Escrow Agent shall not charge have any fee for its services as Escrow Agent. (c) By joining herein, duties other than the Escrow Agent assumes responsibility only for performance of those obligations duties expressly imposed upon it under herein and shall not be required to take any action other than in accordance with the terms of this Agreement. 6.4 Escrow Agent will not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or other action under or with respect to this Agreement, unless duly executed by ZMAX and the Stockholders and, if Escrow Agent's rights or duties are affected thereby, unless Escrow Agent has given its prior written consent thereto. 6.5 In the event of any controversy or dispute hereunder, or with respect to any question as to the construction of this Agreement, or any action to be taken by Escrow Agent hereunder, Escrow Agent will incur no liability for any action taken or omitted in good faith in accordance with the advice and the opinion of its counsel or its own reasonable judgment. In the event of any controversy or dispute hereunder, or with respect to any question as to the construction of this Agreement, or any action to be taken by Escrow Agent hereunder, Escrow Agent may request joint written instructions signed by ZMAX and both Stockholders and/or may seek advice of counsel or commence an interpleader action or seek any other appropriate relief from a court of competent jurisdiction. ZMAX and the Stockholders each consent to jurisdiction and venue in such court. If Escrow Agent deems it necessary to seek advise of counsel under this Section 6.5, ZMAX and the Stockholders will reimburse Escrow Agent for the actual and reasonable costs of such counsel. 6.6 Escrow Agent's liability under this Agreement will be limited solely to gross negligence or willful misconduct on its part. 6.7 The parties acknowledge that Escrow Agent is a law firm currently representing ZMAX in the Transaction. ZMAX and the Stockholders agree that this Agreement and does the performance of the terms thereof by Escrow Agent will not undertake act in any manner to perform any other covenantdisqualify the law firm of Powell, termGoldstein, condition Xxxxxx & Xxxxxx from continuing its representation of ZMAX in the Transaction or provision the contemplated engagement of Powell, Goldstein, Xxxxxx & Xxxxxx by CSI after the Transaction is completed. ZMAX and the Stockholders, each having advice of separate counsel, hereby waive conflict, if any, created by Escrow Agent simultaneously serving as escrow agent under this Agreement incumbent upon any in such representation of ZMAX and/or CSI. The parties further acknowledge that Escrow Agent is entitled to reimbursement of its costs and expenses and the Seller or Buyer hereunderstandard hourly fees of attorneys in its firm that assist in performing the duties of Escrow Agent under this Agreement, which amounts will be billed by Escrow Agent to ZMAX.

Rights and Duties of Escrow Agent. (a) In the event exercise of any dispute as to who is entitled to receive the Depositrights and duties prescribed or conferred by the terms of this Agreement, the Escrow Agent shall deliver it only exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in accordance with joint written instructions comparable circumstances. No provision of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, this Agreement shall be construed to relieve the Escrow Agent shall have the right from liability for its own gross negligent action, its own gross negligent failure to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdictionact, or to deposit such amounts with the court, pending a final decision of the controversyits own wilful misconduct or bad faith. (b) The parties hereto further agree that obligation of the Escrow Agent shall not be liable for failure of the banking depository to commence or continue any act, action or proceeding for the Deposits. No claim shall be made by the Seller or Buyer against purpose of enforcing any rights of the Escrow Agent except for or the Deposit remaining in its possessionReceiptholders hereunder shall be conditional upon the Receiptholders furnishing, claims for when required by notice by the Escrow Agent's own willful default hereunder. The , sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Escrow Agent shall be protected in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine protect and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless the Escrow Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss, liability, loss and damage or expense incurred it may suffer by it reason thereof. None of the provisions contained in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, this Agreement shall require the Escrow Agent shall not charge to expend or to risk its own funds or otherwise to incur financial liability in the performance of any fee for of its services duties or in the exercise of any of its rights or powers unless indemnified as Escrow Agentaforesaid. (c) By joining hereinThe Escrow Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Escrow Agent assumes responsibility only the Subscription Receipts held by them, for performance which Subscription Receipts the Escrow Agent shall issue receipts. (d) Every provision of this Agreement that by its terms relieves the Escrow Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and of Section 9.2. (e) The Escrow Agent shall have no duties except those obligations imposed upon expressly set forth herein, and it under shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement and Agreement, which documentation does not undertake to perform require the exercise of any other covenant, term, condition discretion or provision of this Agreement incumbent upon the Seller or Buyer hereunderindependent judgment.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as to who is entitled to receive the Depositparties hereto, and the Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, the Depositor and the Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of required to solicit funds from either the banking depository for Depositor or the Deposits. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining Secured Party in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent become uncertain as to its duties under this Agreement, it shall be permitted to immediately abstain from further action until such duties are expressly defined in acting upon writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any notice, request, consent, demand, statement, note court of competent jurisdiction (by means of an interpleader action or other paper appropriate action) for instructions regarding such uncertainty, and to pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or document believed by it as set forth in Exhibit “A” hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released and the amount released, such notification to be genuine and to have been signed by in the party or parties purporting to sign form of the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out ’s final monthly statement. Upon the release of an action in interpleader. Except for such reimbursementthe Collateral and the above referenced notification, the Escrow Agent shall not charge any fee for its services as Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those be released from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance be filed with joint written instructions of the Seller and Buyer. If such instructions are not received accepted by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyAgent. (b) The parties hereto further Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine. (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for any act or omission except for its own gross negligence or willful misconduct. Seller and Buyer each acknowledge and agree that the Escrow Agent is the attorney for Seller in various legal matters and that such fact shall not disqualify the Escrow Agent from continuing to represent Seller in any legal matter including any dispute which may arise between the parties hereto. (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable for failure to any of the banking depository for parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (e) The Escrow Agent may resign by giving sixty (60) days written notice of resignation, specifying the Depositseffective date thereof. No claim shall be made by Within thirty (30) days after receiving the aforesaid notice, Seller or and Buyer against agree to appoint a successor escrow agent to which the Escrow Agent except shall transfer the Deposit or any proceeds thereof then held in escrow under this Agreement. If a successor escrow agent has not been appointed and/or has not accepted such appointment by the end of the 30-day period, the Escrow Agent may at its sole option: (i) apply to a court of competent jurisdiction for the Deposit remaining in its possessionappointment of a successor escrow agent, claims for and the Escrow Agent's own willful default hereunder. The Escrow Agent shall be protected in acting upon any noticecosts, request, consent, demand, statement, note or other paper or document believed by it to be genuine expenses and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out which are incurred in connection with such a proceeding shall be paid one-half by the Seller and one-half by Buyer, or (ii) continue to hold the Deposit until it receives an order from a court of an action in interpleader. Except for such reimbursement, competent jurisdiction or joint written instructions of Seller and Buyer directing the Escrow Agent shall not charge any fee for its services as Escrow Agentto release the Deposit. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form reasonably satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, be delivered to the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyAgent. (b) The parties hereto further agree that Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine. (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for failure any act or omission except for its own gross negligence or willful misconduct. (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the banking depository for the Deposits. No claim delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the Seller property deposited under this Agreement, or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursementpart thereof, the Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not charge be liable to any fee for its services as Escrow Agentof the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (ce) By joining hereinThe Escrow Agent may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Seller and Purchaser agree to appoint a successor escrow agent to which the Escrow Agent shall transfer the Deposit or any proceeds thereof then held in escrow under this Agreement. If a successor escrow agent has not been appointed and/or has not accepted such appointment by the end of the 30-day period, the Escrow Agent assumes responsibility only may at its sole option: (i) apply to a court of competent jurisdiction for performance the appointment of those obligations imposed upon it under a successor escrow agent, and the terms costs, expenses and reasonable attorneys’ fees which are incurred in connection with such a proceeding shall be paid one-half by Seller and one-half by Purchaser, or (ii) continue to hold the Deposit until the occurrence of a Triggering Event (in such event the Escrow Agent must release and disburse the Deposit in accordance with the Release Instructions and Section 5 of this Agreement and does not undertake Agreement) or it receives an order from a court of competent jurisdiction directing the Escrow Agent to perform any other covenant, term, condition or provision of this Agreement incumbent upon release the Seller or Buyer hereunderDeposit.

Rights and Duties of Escrow Agent. (a) In The Escrow Agent shall receive from the event Company reasonable compensation for its services hereunder, including reimbursement of any dispute as to who is entitled to receive the Deposit, all reasonable expenses and disbursements incurred or made by the Escrow Agent shall deliver it only in accordance with joint written instructions performance of its duties hereunder, including the Seller reasonable fees and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order disbursements of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyits counsel. (b) The parties hereto further agree that Escrow Agent may resign and be discharged from its duties hereunder at any time by giving notice of such resignation to the Company, such resignation to take effect upon the earlier of (i) the appointment of a successor escrow agent by the Company or (ii) 30 days after the giving of such notice (provided that, prior to the expiration of such 30-day period, the resigning Escrow Agent shall not be liable for failure of the banking depository for the Deposits. No claim shall be made by the Seller or Buyer against have deposited the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunderFund with a successor escrow agent appointed by a court of competent jurisdiction). The Escrow Agent may be dismissed by the Company with or without cause; provided that a successor escrow agent shall be appointed by the Company prior to the date on which the dismissal of the Escrow Agent becomes effective. (c) The Escrow Agent undertakes to perform only such duties as are specifically set forth herein and shall have no implied duties, nor shall the permissive right or power to take any action be construed as a duty to take such action under any circumstances. The Escrow Agent may conclusively rely and shall be protected in acting upon or refraining from acting on any written notice, request, consent, demand, statement, note instrument or other paper or document signature believed by it to be genuine and to have been signed or presented by the proper party or parties purporting duly authorized to sign the samedo so. Buyer and Seller hereby agree to indemnify and hold harmless The Escrow Agent against shall have no responsibility for the contents of any losswriting contemplated herein and may reasonably rely without any liability upon the contents thereof. Notwithstanding anything to the contrary contained in this Agreement, liabilitywhere any action is specified to be taken by the Escrow Agent upon delivery by the Company of a notice, damage certificate or expense incurred by it in acting in its capacity as instructions to the Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the Escrow Agent shall not charge be deemed to have notice of or be obligated to take any fee for its services as Escrow Agent. (c) By joining hereinaction with respect to any default or other fact or event until the Company has acted by delivering a certificate, notice or instructions to the Escrow Agent assumes responsibility (none of which shall be binding upon the Escrow Agent unless in writing) as to the specific default, fact or event and the action to be taken hereunder and indicating in writing that a copy of such certificate, notice or instructions has been delivered to the other party. The Company acknowledges that the Escrow Agent is bound only for performance of those obligations imposed upon it under by the terms of this Agreement and does that the Escrow Agent shall not undertake be required to perform use its discretion with respect to any other covenant, term, condition or provision matter that is the subject of this Agreement incumbent or with respect to instructions received under this Agreement. The Escrow Agent may execute any of its duties under this Agreement by or through agents or receivers. (d) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for any action taken or omitted to be taken by it in good faith and in accordance with advice of counsel (which counsel may be of the Seller Escrow Agent's own choosing), and shall not be liable for any mistakes of fact or Buyer hereundererror of judgment or for any acts or omissions of any kind unless caused by its own willful misconduct, bad faith or gross negligence. (e) The Escrow Agent shall not be obligated to risk its own funds in the administration of the Escrow Fund and shall have a lien against any funds, securities or other property in its possession or control and shall have a lien against the Escrow Fund for its fees, expenses and advances. The Escrow Agent need not take any action under this Agreement which may involve it in any expense or liability until indemnified to its reasonable satisfaction for any expense or liability it reasonably believes it may incur. (f) Unless specifically required by this Agreement, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary.

Rights and Duties of Escrow Agent. (a) In the event exercise of any dispute as to who is entitled to receive the Depositrights and duties prescribed or conferred by the terms of this Agreement, the Escrow Agent shall deliver it only exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in accordance with joint written instructions comparable circumstances. No provision of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, this Agreement shall be construed to relieve the Escrow Agent shall have the right from liability for its own grossly negligent action, its own grossly negligent failure to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdictionact, or to deposit such amounts with the court, pending a final decision of the controversyits own wilful misconduct or fraud. (b) The parties hereto further agree that obligation of the Escrow Agent shall not be liable for failure of the banking depository to commence or continue any act, action or proceeding for the Deposits. No claim shall be made by the Seller or Buyer against purpose of enforcing any rights of the Escrow Agent except for or the Deposit remaining in its possessionReceiptholders hereunder shall be conditional upon the Receiptholders furnishing, claims for when required by notice by the Escrow Agent's own willful default hereunder. The , sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Escrow Agent shall be protected in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine protect and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless the Escrow Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss, liability, loss and damage or expense incurred it may suffer by it reason thereof. None of the provisions contained in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, this Agreement shall require the Escrow Agent shall not charge to expend or to risk its own funds or otherwise to incur financial liability in the performance of any fee for of its services duties or in the exercise of any of its rights or powers unless indemnified as Escrow Agentaforesaid. (c) By joining hereinThe Escrow Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Escrow Agent assumes responsibility only the Subscription Receipts held by them, for performance of those obligations imposed upon it under which Subscription Receipts the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunderEscrow Agent shall issue receipts.

Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is entitled to receive the Deposit, the The Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein. No further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, the Depositor and the Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting parties and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of required to solicit funds from either the banking depository for Depositor or the Deposits. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining Secured Party in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent become uncertain as to its duties under this Agreement, it shall be permitted to immediately abstain from further action until such duties are expressly defined in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine and to have been a writing signed by all of the party or parties purporting hereto, and shall only be required to sign protect and keep the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting Fund in its capacity current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action. Upon release of the Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action Fund as set forth in interpleader. Except for such reimbursementExhibit A hereto, the Escrow Agent shall not charge be fully released from any fee and all further obligations, except for its services as the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Fund, the party to whom released and the amount released, such notification to be in the form of the Escrow Agent. (c) By joining herein's final monthly statement. Upon the above referenced notification, the Escrow Agent assumes responsibility only for performance of those shall be released from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance be filed with joint written instructions of the Seller and Buyer. If such instructions are not received accepted by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyAgent. (b) The parties hereto further agree that Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine. (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for failure any act or omission except for its own gross negligence or willful misconduct. (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the banking depository for the Deposits. No claim delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the Seller property deposited under this Agreement, or Buyer against any part thereof, the Escrow Agent except for the Deposit remaining is hereby expressly authorized in its possessionsole discretion to obey and comply with all writs, claims for orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent's own willful default hereunder. Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (e) The Escrow Agent shall be protected in acting upon any may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, request, consent, demand, statement, note the Clear Channel and Exchange Party agree to appoint a successor escrow agent to which the Escrow Agent shall transfer the Deposit or other paper or document believed by it to be genuine and to have any proceeds thereof then held in escrow under this Agreement. If a successor escrow agent has not been signed appointed and/or has not accepted such appointment by the party or parties purporting to sign end of the same. Buyer and Seller hereby agree to indemnify and hold harmless 30-day period, the Escrow Agent against any lossmay at its sole option: (i) apply to a court of competent jurisdiction for the appointment of a successor escrow agent, liabilityand the costs, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any expenses and reasonable attorneys' fees arising out which are incurred in connection with such a proceeding shall be paid one-half by the Clear Channel and one-half by Exchange Party, or (ii) continue to hold the Deposit until it receives an order from a court of an action in interpleader. Except for such reimbursement, competent jurisdiction or joint written instructions of Clear Channel and Exchange Party directing the Escrow Agent shall not charge any fee for its services as Escrow Agentto release the Deposit. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only is executing this Agreement for the purposes of confirming (i) the opening of escrow, at its offices in accordance with joint written instructions of Seattle, Washington, and San Francisco, California, for the Seller transactions contemplated hereby and Buyer. If such instructions are not received by (ii) Escrow Agent in a timely fashion, the Escrow Agent shall have the right Agent's agreement to retain the Deposit and deliver it act in accordance with the final order provisions hereof governing the Escrow Agent. This Agreement, together with any supplemental instructions jointly executed by Purchaser and Winmar Co., as agent for Sellers, and delivered to Escrow Agent, shall constitute the escrow instructions by which the transaction contemplated herein shall be consummated, provided that in the event of a court an inconsistency between any such jointly executed supplemental instructions and the terms of competent jurisdictionthis Agreement, or to deposit such amounts with the court, pending a final decision terms of the controversyjointly executed supplemental instructions shall prevail. If this Agreement is terminated by Purchaser or Sellers under and in accordance with a provision hereof that entitles Purchaser to the return of the Deposit, Winmar Co., as agent for Sellers, shall promptly instruct Escrow Agent to return the Deposit to Purchaser. (b) The parties hereto further agree that Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to advise Escrow Agent properly in connection with its obligations hereunder and to represent Escrow Agent in any litigation to which Escrow Agent may be a party by reason of this Agreement, and Escrow Agent may rely on the advice of such counsel and may pay them reasonable PURCHASE AND SALE AGREEMENT PAGE 57 compensation for their services as part of Escrow Agent's fee payable by Purchaser and Sellers in accordance with Section 14 hereof. (c) Escrow Agent shall not be liable responsible for failure the sufficiency or accuracy of the banking depository for the Deposits. No claim shall be made by the Seller form, execution, validity or Buyer against the genuineness of documents now or hereafter presented to Escrow Agent except hereunder or of any endorsement thereon or for any lack of endorsement thereon or for any description therein, nor shall Escrow Agent be responsible or liable in any respect on account of the Deposit remaining in its possessionliability, claims for authority or rights of the Escrow Agent's own willful default hereunder. persons executing or delivering or purporting to execute or deliver any such document or endorsement or this Agreement. (d) The duties and responsibilities of Escrow Agent shall be protected in acting upon any noticelimited to those expressly set forth herein, requestas the same may be supplemented by written escrow instructions executed and delivered by Purchaser and Winmar Co., consent, demand, statement, note or other paper or document believed as agent for Sellers. (e) Escrow Agent may resign by it providing not less than thirty (30) days' prior written notice to be genuine Purchaser and to have been signed by Winmar Co., as agent for Sellers, in accordance with the party or parties purporting to sign provisions of Section 20 hereof. In the same. Buyer event of such resignation, Purchaser and Seller hereby agree to indemnify and hold harmless Winmar Co., as agent for Sellers, shall appoint a mutually agreeable successor Escrow Agent against any losswith offices in Seattle, liabilityWashington, damage or expense incurred and San Francisco, California, and, promptly following the appointment of such successor, Escrow Agent shall transfer to the successor the Deposit and all documents held by it Escrow Agent under the terms of this Agreement. (f) The provisions set forth in acting this Section 19 shall apply to Escrow Agent solely in its capacity as Escrow Agent, includingand nothing contained in this Section 19 shall in any way be construed to limit the Title Insurer's obligations or liabilities under any of the Title Policies. (g) In the event that escrow shall fail to close by reason of the default by either party hereunder, but the defaulting party shall be liable for all escrow cancellation charges and for all of Escrow Agent's fees. (h) If either Purchaser or Winmar Co., as agent for Sellers, makes a written demand upon Escrow Agent for payment of the Deposit (or return of a letter of credit or drawing of a letter of credit provided for or as part of the Deposit), Escrow Agent shall, within twenty-four (24) hours, give written notice to the other of such demand. If Escrow Agent does not limited receive a written objection to the payment (or return or draw, as applicable) of the Deposit as demanded within five (5) Business Days after the giving of such notice by Escrow Agent, Escrow Agent shall, and is hereby authorized to, any reasonable attorneys' fees arising out make such payment (and, as necessary to draw a letter of an action credit provided for or as part of the Deposit in interpleaderconnection therewith) as demanded. Except for If Escrow Agent does receive such reimbursementwritten objection within such five (5) Business Day period, the Escrow Agent shall not charge any fee either (i) continue to hold the Deposit until otherwise directed by joint written instructions from Purchaser and Winmar Co., as agent for its services as Escrow Agent. Sellers, or a final judgment of a court of competent jurisdiction or (cii) By joining hereincommence an interpleader action in the Superior Court of King County, Washington and thereupon deposit the Deposit with the Clerk of the Court of King County, Washington. Escrow Agent assumes responsibility only shall give written notice of such deposit to Winmar Co., as agent for performance Sellers, and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of those all further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer responsibilities hereunder.

Rights and Duties of Escrow Agent. (a) In the event exercise of any dispute as to who is entitled to receive the Depositrights and duties prescribed or conferred by the terms of this Agreement, the Escrow Agent shall deliver it only exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in accordance with joint written instructions comparable circumstances. No provision of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, this Agreement shall be construed to relieve the Escrow Agent shall have the right from liability for its own negligent action, its own negligent failure to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdictionact, or to deposit such amounts with the court, pending a final decision of the controversyits own wilful misconduct or bad faith. (b) The parties hereto further agree obligation of the Escrow Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Escrow Agent or the Receiptholders hereunder shall be conditional on the Receiptholders furnishing, when required by notice by the Escrow Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Escrow Agent to protect and to hold harmless the Escrow Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Escrow Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Escrow Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Escrow Agent the Subscription Receipts held by them, for which Subscription Receipts the Escrow Agent shall issue receipts. (d) Every provision of this Agreement that by its terms relieves the Escrow Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and of Section 9.2. (e) The Escrow Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other Parties and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent shall not be liable responsible for failure of ensuring that the banking depository for Proceeds are used in the Deposits. No claim shall be made manner contemplated by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. Prospectus. (g) The Escrow Agent shall retain the right not to act and shall not be protected in acting upon held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any notice, request, consent, demand, statement, note discretion or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless independent judgment. (h) The Escrow Agent against shall incur no liability whatsoever with respect to the delivery or non-delivery of any losscertificates whether delivery by hand, liability, damage mail or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the other means. (i) The Escrow Agent shall not charge be responsible or liable in any fee manner whatsoever for its services as Escrow Agentthe deficiency, correctness, genuineness or validity of any securities deposited with it. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In the event exercise of any dispute as to who is entitled to receive the Depositrights and duties prescribed or conferred by the terms of this Agreement, the Escrow Agent shall deliver it only exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in accordance with joint written instructions comparable circumstances. No provision of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, this Agreement shall be construed to relieve the Escrow Agent shall have the right from liability for its own grossly negligent action, its own grossly negligent failure to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdictionact, or to deposit such amounts with the court, pending a final decision of the controversyits own wilful misconduct or fraud. (b) The obligation of the Escrow Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Escrow Agent or the Receiptholders hereunder shall be conditional upon the Receiptholders furnishing, when required by notice by the Escrow Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Escrow Agent to protect and to hold harmless the Escrow Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Escrow Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Escrow Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is acting to deposit with the Escrow Agent the Subscription Receipts held by them, for which Subscription Receipts the Escrow Agent shall issue receipts. (d) Every provision of this Agreement that by its terms relieves the Escrow Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 9.1 and of Section 9.2. (e) The Escrow Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto further agree that the and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent shall not be liable responsible for failure of ensuring that the banking depository for Proceeds are used in the Deposits. No claim shall be made manner contemplated by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. Prospectus. (g) The Escrow Agent shall retain the right not to act and shall not be protected in acting upon held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any notice, request, consent, demand, statement, note discretion or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless independent judgment. (h) The Escrow Agent against shall incur no liability whatsoever with respect to the delivery or non-delivery of any losscertificates whether delivery by hand, liability, damage mail or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the other means. (i) The Escrow Agent shall not charge be responsible or liable in any fee manner whatsoever for its services as Escrow Agentthe deficiency, correctness, genuineness or validity of any securities deposited with it. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. 6.1 The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the other parties hereto or to which any such party is a party, including but not limited to the Purchase Agreement, or to comply with any direction or instruction (aother than those contained herein or delivered in accordance with this Agreement) In from any party or any entity acting on its behalf. The Escrow Agent will not make any distributions out of Escrow Amount that are not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the event provisions of this Agreement that it reasonably believes to be genuine and conformity with the requirements of this Agreement. The Escrow Agent will not be liable for any error or judgment or any act done or any step taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreement, except to the extent such actions shall be proved to constitute a material breach of the Escrow Agent’s obligations hereunder, gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any dispute as to who of its duties hereunder. 6.2 If at any time the Escrow Agent is entitled to receive served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the DepositEscrow Amount (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to, or in connection with, the transfer of Escrow Amount), the Escrow Agent shall deliver is authorized to comply therewith in any manner as it only in accordance with joint written instructions or its legal counsel of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashionits own choosing deems appropriate; provided, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdictionhowever, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure notify Homeland and PESI in writing of the banking depository for the Deposits. No claim shall be made by the Seller such judicial or Buyer against the Escrow Agent except for the Deposit remaining in its possessionadministrative order, claims for judgment, decree, writ or other judicial or administrative process at least ten (10) days prior to the Escrow Agent's own willful default hereunder. ’s compliance with such. 6.3 The Escrow Agent shall be protected in acting upon not incur any noticeliability for not performing any act or fulfilling any duty, request, consent, demand, statement, note obligation or other paper or document believed responsibility hereunder by it to be genuine and to have been signed by reason of any occurrence beyond the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless control of Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, (including, but not limited to, any reasonable attorneys' fees arising out act or provision of an action 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 otherwise or communication facility). 6.4 The Escrow Agent shall not be responsible in interpleader. Except any respect 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 reimbursementdocument, security or endorsement. 6.5 In the event of any dispute between or conflicting claims by or among the other parties hereto, the 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 Amount so long as such dispute or conflict shall continue, and until 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 charge any fee for its services subject to appeal, or settled by agreement or arbitration between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent. . The Escrow Agent may in addition elect in its sole discretion to (ci) By joining hereincommence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary, or (ii) deposit all property held under this Agreement into the registry of any court of competent jurisdiction and notify PESI and Homeland of such deposit, and in either case the Escrow Agent assumes responsibility only for performance shall thereupon be discharged from all further duties under this Agreement. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid from the Escrow Amount, or if the Escrow Amount is not sufficient to pay such costs and expenses, such deficiency shall be paid by, and shall be deemed a joint and several obligation of, the other parties hereto. 6.6 The Escrow Agent may consult with legal counsel of those obligations imposed upon it under the terms of its selection as to any matter relating to this Agreement and does Escrow Agreement. Escrow Agent shall not undertake to perform incur any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunderliability in acting in good faith in accordance with any advice from such counsel.

Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is The Escrow Agent shall be entitled to receive compensation for its services for opening the Depositescrow provided for in this Agreement and for its services for the period commencing on the date of this Agreement until the Escrow Fund shall have been distributed, at such rate as the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller and Buyer. If such instructions are not received by Escrow Agent NavTech have agreed in a timely fashion, the separate fee letter. The Escrow Agent shall have the right also be entitled to retain the Deposit payment of its routine and deliver it customary out-of-pocket expenses including reasonable counsel fees incurred in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision its routine administration of the controversyEscrow Fund. Such compensation and expenses (collectively, "Escrow Expenses") shall be paid by NavTech. (b) The parties hereto further agree that duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Agreement and the Escrow Agent shall not be liable for failure charged with knowledge of the banking depository for the Deposits. No claim shall be made by the Seller any other agreement or Buyer against the Escrow Agent except for the Deposit remaining in its possessioninstrument; provided, claims for however, that with the Escrow Agent's own willful default hereunder. written consent, the duties and responsibilities in this Escrow Agreement may be amended at any time or times by an instrument in writing signed by the other parties. (c) The Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by NavTech, the Principal Shareholder or New SEI, or by any other person, firm or corporation, except only such notices or instructions provided for in this Agreement. (d) The Escrow Agent shall be protected in acting upon any noticecertificate, requestwritten agreement, consent, demand, statement, note report of an independent expert or other paper or document believed by it notice delivered pursuant to this Escrow Agreement which the Escrow Agent in good faith believes to be genuine and what it purports to have been signed by be. (e) In consideration of its acceptance of the party or appointment as Escrow Agent, the other parties purporting to sign the same. Buyer hereto, jointly and Seller hereby severally, agree to indemnify and hold harmless the Escrow Agent against harmless as to any loss, liability, damage or expense liability incurred by it to any person, firm or corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its expenses (excluding the Escrow Expenses), including, among other things, reasonable counsel fees and court costs, incurred by reason of its position hereunder or actions taken pursuant hereto, except any liability resulting from the gross negligence, willful misconduct or act of bad faith of the Escrow Agent. If such parties cannot agree upon an allocation between them of the liability to pay expenses of the Escrow Agent described in the foregoing sentence, such parties hereby agree to submit the determination of such allocation to arbitration as provided in Section 9.01. (f) The Escrow Agent may consult with independent legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in its capacity as good faith in accordance with the opinion and instructions of such counsel. (g) In the event of any disagreement between any of the parties hereto, or between such parties and/or any other person, resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent, includingin good faith, but not limited tois in doubt as to what action it should take hereunder, the Escrow Agent shall refuse to comply with any reasonable attorneys' fees arising out of an claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in interpleader. Except for any such reimbursementevent, the Escrow Agent shall not charge be or become liable in any fee way or to any person for its services failure or refusal to act, and the Escrow Agent shall continue so to refrain from acting until (i) the rights of such parties and any such other person shall have been fully and finally adjudicated by an arbitrator or court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among such parties, and any such other person (as the case may be), and the Escrow Agent shall have been notified thereof in writing signed by or on behalf of all such persons. The rights of the Escrow Agent under this subsection are in addition to any other rights which it may have by law or otherwise, including the right of the Escrow Agent to interplead any dispute to a court of competent jurisdiction. (h) The Escrow Agent may resign by "an instrument in writing delivered to the other parties hereto to take effect not sooner than thirty (30) days following its delivery to such other parties, whereupon NavTech, the Principal Shareholder and New SEI by mutual agreement shall immediately designate in writing a successor Escrow Agent. Such successor Escrow Agent shall be subject to the same duties and obligations and shall have the same rights, privileges and immunities specified in this Agreement. Any such successor Escrow Agent shall file with the other parties hereto its written acceptance of the duties specified in this Agreement and its agreement to act in said capacity. In the event that NavTech, the Principal Shareholder and New SEI fail to agree on a successor Escrow Agent as specified herein, any of them may apply to the American Arbitration Association to designate a successor Escrow Agent. (ci) By joining hereinNavTech, the Principal Shareholder and New SEI shall have the right, at any time, by agreement, to remove the Escrow Agent assumes responsibility only for performance and appoint a successor Escrow Agent. The appointment of those obligations imposed upon it under the terms of successor Escrow Agent shall not be effective until such successor Escrow Agent has agreed in writing to become a party to this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only is executing this Agreement for the purposes of confirming (i) the opening of escrow, at its offices in accordance with joint written instructions of Seattle, Washington, and San Francisco, California, for the Seller transactions contemplated hereby and Buyer. If such instructions are not received by (ii) Escrow Agent in a timely fashion, the Escrow Agent shall have the right Agent's agreement to retain the Deposit and deliver it act in accordance with the final order provisions hereof governing the Escrow Agent. This Agreement, together with any supplemental instructions jointly executed by Purchaser and Winmar Co., as agent for Sellers, and delivered to Escrow Agent, shall constitute the escrow instructions by which the transaction contemplated herein shall be consummated, provided that in the event of a court an inconsistency between any such jointly executed supplemental instructions and the terms of competent jurisdictionthis Agreement, or to deposit such amounts with the court, pending a final decision terms of the controversyjointly executed supplemental instructions shall prevail. If this Agreement is terminated by Purchaser or Sellers under and in accordance with a provision hereof that entitles Purchaser to the return of the Deposit, Winmar Co., as agent for Sellers, shall promptly instruct Escrow Agent to return the Deposit to Purchaser. (b) The parties hereto further agree that Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to advise Escrow Agent properly in connection with its obligations hereunder and to represent Escrow Agent in any litigation to which Escrow Agent may be a party by reason of this Agreement, and Escrow Agent may rely on the advice of such counsel and may pay them reasonable compensation for their services as part of Escrow Agent's fee payable by Purchaser and Sellers in accordance with Section 14 hereof. (c) Escrow Agent shall not be liable responsible for failure the sufficiency or accuracy of the banking depository for the Deposits. No claim shall be made by the Seller form, execution, validity or Buyer against the genuineness of documents now or hereafter presented to Escrow Agent except hereunder or of any endorsement thereon or for any lack of endorsement thereon or for any description therein, nor shall Escrow Agent be responsible or liable in any respect on account of the Deposit remaining in its possessionliability, claims for authority or rights of the Escrow Agent's own willful default hereunder. persons executing or delivering or purporting to execute or deliver any such document or endorsement or this Agreement. (d) The duties and responsibilities of Escrow Agent shall be protected in acting upon any noticelimited to those expressly set forth herein, requestas the same may be supplemented by written escrow instructions executed and delivered by Purchaser and Winmar Co., consent, demand, statement, note or other paper or document believed as agent for Sellers. (e) Escrow Agent may resign by it providing not less than thirty (30) days' prior written notice to be genuine Purchaser and to have been signed by Winmar Co., as agent for Sellers, in accordance with the party or parties purporting to sign provisions of Section 20 hereof. In the same. Buyer event of such resignation, Purchaser and Seller hereby agree to indemnify and hold harmless Winmar Co., as agent for Sellers, shall appoint a mutually agreeable successor Escrow Agent against any losswith offices in Seattle, liabilityWashington, damage or expense incurred and San Francisco, California, and, promptly following the appointment of such successor, Escrow Agent shall transfer to the successor the Deposit and all documents held by it Escrow Agent under the terms of this Agreement. (f) The provisions set forth in acting this Section 19 shall apply to Escrow Agent solely in its capacity as Escrow Agent, includingand nothing contained in this Section 19 shall in any way be construed to limit the Title Insurer's obligations or liabilities under any of the Title Policies. (g) In the event that escrow shall fail to close by reason of the default by either party hereunder, but the defaulting party shall be liable for all escrow cancellation charges and for all of Escrow Agent's fees. (h) If either Purchaser or Winmar Co., as agent for Sellers, makes a written demand upon Escrow Agent for payment of the Deposit (or return of a letter of credit or drawing of a letter of credit provided for or as part of the Deposit), Escrow Agent shall, within twenty-four (24) hours, give written notice to the other of such demand. If Escrow Agent does not limited receive a written objection to the payment (or return or draw, as applicable) of the Deposit as demanded within five (5) Business Days after the giving of such notice by Escrow Agent, Escrow Agent shall, and is hereby authorized to, any reasonable attorneys' fees arising out make such payment (and, as necessary to draw a letter of an action credit provided for or as part of the Deposit in interpleaderconnection therewith) as demanded. Except for If Escrow Agent does receive such reimbursementwritten objection within such five (5) Business Day period, the Escrow Agent shall not charge any fee either (i) continue to hold the Deposit until otherwise directed by joint written instructions from Purchaser and Winmar Co., as agent for its services as Escrow Agent. Sellers, or a final judgment of a court of competent jurisdiction or (cii) By joining hereincommence an interpleader action in the Superior Court of King County, Washington and thereupon deposit the Deposit with the Clerk of the Court of King County, Washington. Escrow Agent assumes responsibility only shall give written notice of such deposit to Winmar Co., as agent for performance Sellers, and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of those all further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer responsibilities hereunder.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as to who is entitled to receive the Depositparties hereto, and the Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, the Depositor and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of the banking depository for the Deposits. No claim shall be made by the Seller required to solicit funds from either Depositor or Buyer against the Escrow Agent except for the Deposit remaining Issuer in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected in acting upon permitted to execute any noticeand all powers under this Agreement directly or through its agents and/or attorneys, requestand shall be allowed to seek counsel from any professional regarding the performance of this Agreement, consent, demand, statement, note or other paper or document believed by it to which professionals shall be genuine and to have been signed by selected at the party or parties purporting to sign sole discretion of the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, Should the Escrow Agent become uncertain as to its duties under this Agreement, it shall not charge be permitted to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action. Upon release of Escrow Funds as set forth in Exhibit “A” hereto, Escrow Agent shall be fully released from any fee and all further obligations, except for its services as the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those ’s release from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. The rights and duties of Escrow Agent shall be as follows: (aA) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance be filed with joint written instructions of and accepted by the Seller and Buyer. If such instructions are not received by Escrow Agent. (B) The Escrow Agent in a timely fashionmay rely or act upon orders or directions signed by the proper parties, or bearing the signature or signatures reasonably believed by the Escrow Agent to be genuine. (C) The Escrow Agent shall have the right to retain the Deposit no duties other than those expressly imposed on it herein and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure any act or omission except for its own gross negligence or willful misconduct. Escrow Agent understands that time is of the banking depository for essence and particularly that Company has a strict duty to pay the Deposits. No claim rescinding shareholders (as described in sub-paragraph (2)(B) within five (5) days of Election Day. (D) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the Seller property deposited under this Agreement, or Buyer against any part thereof, the Escrow Agent except for the Deposit remaining is hereby expressly authorized in its possessionsole discretion to obey and comply with all writs, claims for the Escrow Agent's orders or decrees so entered or issued, which it is advised by legal counsel of its own willful default hereunder. choosing is binding upon it. (E) The Escrow Agent shall be protected in acting upon any may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, request, consent, demand, statement, note Company and Underwriters agree to appoint a successor escrow agent to which the Escrow Agent shall transfer the Deposit or other paper or document believed by it to be genuine and to have any proceeds thereof then held in escrow under this Agreement. If a successor escrow agent has not been signed appointed and/or has not accepted such appointment by the party or parties purporting to sign end of the same. Buyer and Seller hereby agree to indemnify and hold harmless 30-day period, the Escrow Agent against any lossmay at its sole option: (i) apply to a court of competent jurisdiction for the appointment of a successor escrow agent, liabilityand the costs, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any expenses and reasonable attorneys' fees arising out which are incurred in connection with such a proceeding shall be paid by Company, or (ii) continue to hold the Deposit until it receives an Initials: AC Initials: SCB ----- ----- 5 order from a court of an action in interpleader. Except for such reimbursement, the competent jurisdiction or joint written instructions of Company and Underwriters directing Escrow Agent shall not charge any fee for its services as Escrow Agentto release the Deposit. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance be filed with joint written instructions of the Seller and Buyer. If such instructions are not received accepted by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyAgent. (b) The parties hereto further agree that Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine. (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for failure any act or omission except for its own gross negligence or willful misconduct. (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the banking depository for the Deposits. No claim delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the Seller property deposited under this Agreement, or Buyer against any part thereof, the Escrow Agent except for the Deposit remaining is hereby expressly authorized in its possessionsole discretion to obey and comply with all writs, claims for orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent's own willful default hereunder. Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (e) The Escrow Agent shall be protected in acting upon any may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, request, consent, demand, statement, note the Seller and Buyer agree to appoint a successor escrow agent to which the Escrow Agent shall transfer the Deposit or other paper or document believed by it to be genuine and to have any proceeds thereof then held in escrow under this Agreement. If a successor escrow agent has not been signed appointed and/or has not accepted such appointment by the party or parties purporting to sign end of the same. Buyer and Seller hereby agree to indemnify and hold harmless 30-day period, the Escrow Agent against any lossmay at its sole option: (i) apply to a court of competent jurisdiction for the appointment of a successor escrow agent, liabilityand the costs, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any expenses and reasonable attorneys' fees arising out which are incurred in connection with such a proceeding shall be paid one-half by the Seller and one-half by Buyer, or (ii) continue to hold the Deposit until it receives an order from a court of an action in interpleader. Except for such reimbursement, competent jurisdiction or joint written instructions of Seller and Buyer directing the Escrow Agent shall not charge any fee for its services as Escrow Agentto release the Deposit. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In This Agreement shall represent the event entire understanding of any dispute as to who is entitled to receive the Depositparties hereto, and the Escrow Agent shall deliver it only in accordance with joint be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Boustead and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party(ies) and shall not have a duty to inquire or investigate the validity of the Seller and Buyerany such written instruction. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of required to solicit funds from the banking depository for the Deposits. No claim shall be made by the Seller Issuer or Buyer against the Escrow Agent except for the Deposit remaining Boustead in its possession, claims for the Escrow Agent's own willful default hereunderconnection with this Agreement. The Escrow Agent shall be protected in acting upon permitted to execute any noticeand all powers under this Agreement directly or through its agents and/or attorneys, requestand shall be allowed to seek counsel from any professional regarding the performance of this Agreement, consent, demand, statement, note or other paper or document believed by it to which professionals shall be genuine and to have been signed by selected at the party or parties purporting to sign sole discretion of the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall not charge be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any fee court of competent jurisdiction (by means of an interpleader action or other appropriate action) for its services instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those ’s release from further obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of party to this Agreement incumbent upon the Seller or Buyer hereunderAgreement.

Rights and Duties of Escrow Agent. (a) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance be filed with joint written instructions of the Seller and Buyer. If such instructions are not received accepted by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyAgent. (b) The parties hereto further agree that Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine. (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for failure any act or omission except for its own gross negligence or willful misconduct. (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the banking depository for the Deposits. No claim delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the Seller property deposited under this Agreement, or Buyer against any part thereof, the Escrow Agent except for the Deposit remaining is hereby expressly authorized in its possessionsole discretion to obey and comply with all writs, claims for orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent's own willful default hereunder. Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (e) The Escrow Agent shall be protected in acting upon any may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, request, consent, demand, statement, note the Sellers and Buyer agree to appoint a successor escrow agent to which the Escrow Agent shall transfer the Deposit or other paper or document believed by it to be genuine and to have any proceeds thereof then held in escrow under this Agreement. If a successor escrow agent has not been signed appointed and/or has not accepted such appointment by the party or parties purporting to sign end of the same. Buyer and Seller hereby agree to indemnify and hold harmless 30-day period, the Escrow Agent against any lossmay at its sole option: (i) apply to a court of competent jurisdiction for the appointment of a successor escrow agent, liabilityand the costs, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any expenses and reasonable attorneys' fees arising out which are incurred in connection with such a proceeding shall be paid one-half by the Sellers and one-half by the Buyer, or (ii) continue to hold the Deposit until it receives an order from a court of an action in interpleader. Except for such reimbursement, competent jurisdiction or joint written instructions of Sellers and Buyer directing the Escrow Agent shall not charge any fee for its services as Escrow Agentto release the Deposit. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. (a) In the event of The Escrow Agent is expressly authorized to disregard any dispute as and all notices or warnings given by any person or entity other than those who have been authorized to who is entitled to receive the Deposit, direct the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller and BuyerSchedule A attached hereto, except Final Orders. If such instructions are not received by The Escrow Agent in a timely fashion, the Escrow Agent shall have the right is expressly authorized to retain the Deposit comply with and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) obey any and all Final Orders. The parties hereto further agree that the Escrow Agent shall not be liable for failure to any of the banking depository for the Deposits. No claim shall Depositors or to any other person or entity by reason of compliance with any Final Orders, notwithstanding that such Final Order may later be made by the Seller subsequently reversed, modified, annulled, set aside or Buyer against the Escrow Agent except for the Deposit remaining in its possessionvacated, claims for the Escrow Agent's own willful default hereunder. or found to have such been entered without jurisdiction.. (b) The Escrow Agent shall be protected in acting upon is not a party to, and is not bound by, or charged with notice of, any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agentagreement out of which this escrow may arise, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleaderthe Purchase Agreement. Except for such reimbursement, the The Escrow Agent shall not charge be bound by any fee for its services as modification, amendment or revision of this Agreement unless the same shall be in writing, signed by all of the parties hereto with a copy delivered to the Escrow Agent. (c) By joining hereinThe Escrow Agent may resign at any time by giving written notice to all Depositors pursuant to this Agreement. Resignation shall be effective thirty (30) calendar days after such notice has been deposited in the mail or from the date of successful facsimile transmission; provided that no resignation shall be effective until Depositors appoint a successor escrow agent, which shall be a bank or national banking association, and such successor acknowledges receipt of the Escrow Property. If a successor escrow agent has not been appointed within such thirty (30) day period, the Escrow Agent assumes responsibility only may petition any court of competent jurisdiction or may interplead the Depositors in a proceeding for performance the appointment of those obligations imposed upon it under a successor Escrow Agent, and all fees, including but not limited to extraordinary fees associated with the terms filing of this Agreement interpleader, and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon expenses associated therewith shall be deducted from the Seller or Buyer hereunderEscrow Property.

Rights and Duties of Escrow Agent. (a) In No assignment of the event interest of any dispute as of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance be filed with joint written instructions of the Seller and Buyer. If such instructions are not received accepted by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversyAgent. (b) The parties hereto further agree that Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine. (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for failure any act or omission except for its own gross negligence or willful misconduct. (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the banking depository for the Deposits. No claim delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the Seller property deposited under this Agreement, or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursementpart thereof, the Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not charge be liable to any fee for its services as Escrow Agentof the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. (ce) By joining hereinThe Escrow Agent may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Seller and Buyer agree to appoint a successor escrow agent to which the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it shall transfer the Deposit or any proceeds thereof then held in escrow under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.this