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

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company Funds with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s a Funds’ governing instrument or this Agreement or of any vote, resolution or proceeding of the Companysuch Fund’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company Funds or the Manager (or any person or entity claiming through the Company Funds or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the CompanyFunds. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company Funds or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company Funds agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the CompanyFunds; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the CompanyFunds; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company Funds and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company Funds or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company Funds nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as a depositary an escrow agent only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it. The Escrow Agent shall not make, be required to make, or be liable in any manner for its failure to make, any determination under the Purchase Agreements, including any determination whether any party thereto has complied with its terms or is entitled to payment or to any other right or remedy thereunder. (b) The Escrow Agent shall be entitled to reasonably may rely upon and shall be without protected in acting or refraining from acting upon (and shall incur no liability for following the instructions contained therein) any written notice, instruction or request furnished to it hereunder and indemnified believed by it to be genuine and to have been signed or presented by the Company with respect to any action proper party or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructionsparties. The Escrow Agent shall be entitled under no duty to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with inquire into or investigate the provisions of the Company’s governing instrument validity, accuracy or this Agreement or content of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until such document. The Escrow Agent shall have no duty to solicit any payments which may be due to be paid into the Escrow Agent receives Written Instructions to the contraryAccount by any party. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused any action taken or omitted by delays, failure, errors, interruption it unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or loss willful misconduct was the primary cause of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure any loss. In the administration of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occurEscrow Account hereunder, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, including in-house counsel, accountants and other skilled persons to be selected and retained by it and the fees of such persons shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions be paid from the Escrow Account, such payment applied to the Company. (f) The sub-Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, Accounts pro rata per dollar value of any instruction, direction, notice, document, instrument or other information which the such sub-Escrow Agent reasonably believes to be genuineAccounts measured at Closing. The Escrow Agent shall not be liable for any damages that are caused anything done, suffered or omitted in good faith by actions or omissions taken by the Escrow Agent it in accordance with Written Instructions the advice or advice of counsel. The Escrow Agent shall not be liable for any damages arising out opinion of any action such counsel, accountants or omission to act by any prior service provider of the Company or for any failure to discover any such error or omissionother skilled persons, including in-house counsel. (gd) No party may assert a cause Buyer and the Sellers’ Representative (on behalf of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24Sellers) months immediately prior agree to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to jointly and severally indemnify, defend and hold harmless the Escrow Agent and its affiliates and each of their respective directors, trustees, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, suitsliabilities, actionslosses, damages, lossesfines, liabilitiespenalties, obligationsand expenses, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionand incidental expenses and legal fees and expenses (“Losses”) arising directly that may be imposed on, incurred by, or indirectly from: asserted against, the Indemnititees or any of them (ai) for following any action instructions or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement; or (ii) in connection with or arising out of the provision of services Escrow Agent’s performance under this Agreement provided, with respect to this clause (ii) only, the Indemnitees have not acted with gross negligence or engaged in willful misconduct. Anything in this Agreement to the Company; and (c) for the avoidance of doubtcontrary notwithstanding, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by no event shall the Escrow Agent pursuant be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to this Agreementlost profits), and regardless of the form of action. The foregoing indemnities provisions of this Section 4(d) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent and the termination of this Agreementfor any reason. (ie) The Escrow Agent shall have no duties except those specifically set forth in this AgreementAgreement and shall not be subject to, nor have any liability or responsibility under, any other agreement or document the other parties hereto may be parties to or responsible for, even if same is referenced herein or copies have been given to the Escrow Agent. (jf) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as a depositary an escrow agent only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably may rely upon and shall be without protected in acting or refraining from acting upon (and shall incur no liability for following the instructions contained therein) any written notice, instruction or request furnished to it hereunder and indemnified believed by it to be genuine and to have been signed or presented by the Company with respect to any action proper party or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructionsparties. The Escrow Agent shall be entitled under no duty to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with inquire into or investigate the provisions of the Company’s governing instrument validity, accuracy or this Agreement or content of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until such document. The Escrow Agent shall have no duty to solicit any payments which may be due to be paid into the Escrow Agent receives Written Instructions to the contraryFund by any party. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused any action taken or omitted by delays, failure, errors, interruption it unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or loss willful misconduct was the primary cause of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure any loss. In the administration of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occurescrow account hereunder, the Escrow Agent shall follow applicable procedures may execute any of its powers and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty perform its duties hereunder directly or obligation to inquire into through agents or attorneys and shall not be liable for the validity or invaliditymay consult with counsel, authority or lack thereofincluding in-house counsel, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or accountants and other information which the Escrow Agent reasonably believes skilled persons to be genuineselected and retained by it. The Escrow Agent shall not be liable for any damages that are caused anything done, suffered or omitted in good faith by actions or omissions taken by the Escrow Agent it in accordance with Written Instructions the advice or advice of counsel. The Escrow Agent shall not be liable for any damages arising out opinion of any action such counsel, accountants or omission to act by any prior service provider of the Company or for any failure to discover any such error or omissionother skilled persons, including in-house counsel. (gd) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior The Settling Parties agree to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to jointly and severally indemnify, defend and hold harmless the Escrow Agent and its affiliates and each of their respective directors, trustees, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, suitsliabilities, actionslosses, damages, lossesfines, liabilitiespenalties, obligationsand expenses, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-out- of-pocket costs related to dispute resolutionand incidental expenses and legal fees and expenses (“Losses”) arising directly that may be imposed on, incurred by, or indirectly from: asserted against, the Indemnitees or any of them (ai) for following any action instructions or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement; or (ii) in connection with or arising out of the provision of services Escrow Agent’s performance under this Agreement provided, with respect to this clause (ii) only, the Indemnitees have not acted with gross negligence or engaged in willful misconduct. Anything in this Escrow Agreement to the Company; and (c) for the avoidance of doubtcontrary notwithstanding, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by no event shall the Escrow Agent pursuant be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to this Agreementlost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing indemnities provisions of this paragraph shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent and the termination of this Agreementfor any reason. (ie) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto Agreement and shall not be held liable by subject to, nor have any party liability or responsibility under, any other agreement or document the other parties hereto for any delay may be parties to or responsible for, even if same is referenced herein or copies have been given to the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by Agent. Under no circumstance will the Escrow Agent and the sums delivered be deemed to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent be a fiduciary to any Settling Party or any other person under this Agreement. (mf) Except as expressly provided in this Agreement, the The Escrow Agent hereby disclaims all representations and warrantiesshall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, express directly or impliedindirectly, made to the Company or the Manager or any other personby circumstances beyond its reasonable control, including, without limitation, any warranties regarding qualityacts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, suitabilityloss or malfunctions of utilities, merchantability, fitness for a particular purpose computer (hardware or otherwise (irrespective software) or communications services; accidents; labor disputes; acts of any course of dealing, custom civil or usage of trade), of any services military authority or goods provided incidental to services provided under this Agreement. The governmental action; it being understood that the Escrow Agent disclaims any warranty of title or non-infringement except shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as otherwise set forth in this Agreementsoon as reasonably practicable under the circumstances. (ng) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies Any corporation or association into which would affect materially the obligations or responsibilities of the Escrow Agent hereunder may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the prior written approval execution or filing of any instrument or paper or the Escrow Agent, which approval shall not be unreasonably withheld or delayedperformance of any further act.

Rights and Responsibilities of Escrow Agent. (a) a. The Escrow Agent shall act receive a fee of $2,000.00 for the services to be rendered hereunder; which shall be paid by Landlord from the Project Allowance (as defined in the Lease) as part of the Total Project Costs. b. Notwithstanding anything to the contrary contained herein, or in the Purchase Agreement or the Lease, the Funds are being held by Escrow Agent in trust for Landlord and Tenant hereunder pursuant to the terms of this Agreement. In the event Escrow Agent shall receive conflicting written demands or instructions with respect to any of the Funds, then Escrow Agent shall withhold such disbursement or disposition until notified in writing by both parties that such dispute or claim is resolved, or determined by a court of competent jurisdiction. c. In the event of a dispute or conflicting demands or instructions with respect to the Funds, Escrow Agent shall have the right to interplead the Funds with a court of competent jurisdiction. d. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, of any fact or circumstance affecting or alleged to affect the parties’ respective rights or liabilities hereunder other than as a depositary onlyis expressly provided in this Agreement, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties. e. Escrow Agent shall be entitled to rely upon the authenticity of any signature and in its capacity as such, it the genuineness and/or validity of any writing received by Escrow Agent pursuant to or otherwise relating to this Agreement. Escrow Agent shall not be responsible or liable in any respect on account of the identity, authority or rights of any person executing, depositing or delivering or purporting to execute, this Agreement, or on account of or by reason of forgeries, false representations, or the exercise of Escrow Agent’s discretion in any particular manner, nor shall Escrow Agent be liable for any mistake of fact or of law or any error of judgment; provided, however, that nothing in this Agreement shall limit Escrow Agent’s liability for any claim arising out of Escrow Agent’s negligence, willful misconduct or breach of this Agreement. Under no circumstances shall Escrow Agent be liable for any general or consequential damages or damages caused, in whole or in part, by the action or inaction of Tenant or Landlord (collectively, the “Interested Parties”) or any of their respective agents or employees. f. Escrow Agent shall not be responsible in any manner whatever whatsoever for: (i) any failure or inability of any Interested Party, or of anyone else, to perform or comply with any of the provisions of this Agreement or any other instrument or agreement referred to herein; (ii) the failure to return all or any part of the Funds by any financial institution in which the Funds is deposited; or (iii) any investment decision with respect to the Funds made by Escrow Agent in strict accordance with the terms of this Agreement. Furthermore, Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity collection of any asset checks deposited with it. (b) The Escrow Agent shall be entitled g. Tenant and Landlord reserve the right, at any time and from time to reasonably rely upon and shall be without liability for and indemnified by the Company with respect time, to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided substitute a new escrow agent in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions place of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities a writing executed by both Tenant and Landlord which shall survive the resignation contain instructions to Escrow Agent regarding disbursement of the Funds to the new escrow agent. h. Landlord and Tenant do, and at all times hereafter will, sufficiently save, defend, hold harmless and indemnify Escrow Agent from all loss, damage, cost, charge, liability or expense, including, but not limited to, court costs and reasonable attorney’s fees, which actually results from the termination obligations and duties imposed upon Escrow Agent hereunder, other than as a result of Escrow Agent’s violation of this Agreement, negligence or willful misconduct. (i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties ------------------------------------------- hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the Escrow Agent's rights, duties, liabilities and immunities. (a) The Escrow Agent shall act hereunder as a depositary depository only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of (i) any document furnished to the Escrow Agent or (ii) any asset deposited with it. . (b) "Written Instructions" mean written instructions received by the Escrow Agent and signed by the Adviser or any other person duly authorized by the Adviser or by the Board of Managers of the Fund (as defined under the limited liability company agreement of the Fund) to give such instructions on behalf of the Fund. The instructions may be delivered by hand, mail, facsimile, cable, telex or telegram; except that any instruction terminating this Agreement may be given only by hand or mail. The Fund shall from time to time file with the Escrow Agent a copy (certified by the Adviser) of each resolution of its Board of Managers authorizing the person or persons to give Written Instructions. Such resolution shall include certified signatures of such persons authorized to give Written Instructions, and shall constitute conclusive evidence of the authority of the signatories designated therein to act. Such resolution shall be considered in full force and effect with the Escrow Agent fully protected in acting in reliance thereon unless and until it receives written notice from the Adviser or the Board of Managers to the contrary. The Escrow Agent shall be entitled to reasonably may rely upon and shall be without liability protected for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent it takes pursuant to Written InstructionsInstructions if it, in good faith, believes such Written Instructions to be genuine. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument Fund's limited liability company agreement or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Fund's Board of Managers or of the Fund's members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: a. The Escrow Agent shall act hereunder as a depositary an escrow agent only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it. (b) b. The Escrow Agent shall be entitled to reasonably may rely upon and shall be without protected in acting or refraining from acting upon (and shall incur no liability for following the instructions contained therein) any written notice, instruction or request furnished to it hereunder and indemnified believed by it to be genuine and to have been signed or presented by the Company with respect to any action proper party or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructionsparties. The Escrow Agent shall be entitled under no duty to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with inquire into or investigate the provisions of the Company’s governing instrument validity, accuracy or this Agreement or content of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the such document. The Escrow Agent shall have no duty to solicit any payments which may be liable due to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by be paid into the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”)Fund by any party. (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) c. The Escrow Agent shall not be liable for damages (including without limitation damages caused any action taken or omitted by delays, failure, errors, interruption it unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or loss willful misconduct was the primary cause of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure any loss. In the administration of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occurescrow account hereunder, the Escrow Agent shall follow applicable procedures may execute any of its powers and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty perform its duties hereunder directly or obligation to inquire into through agents or attorneys and shall not be liable for the validity or invaliditymay consult with counsel, authority or lack thereofincluding in-house counsel, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or accountants and other information which the Escrow Agent reasonably believes skilled persons to be genuineselected and retained by it. The Escrow Agent shall not be liable for any damages that are caused anything done, suffered or omitted in good faith by actions or omissions taken by the Escrow Agent it in accordance with Written Instructions the advice or advice of counsel. The Escrow Agent shall not be liable for any damages arising out opinion of any action such counsel, accountants or omission to act by any prior service provider of the Company or for any failure to discover any such error or omissionother skilled persons, including in-house counsel. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the d. The Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and each of their respective directors, trustees, officers, agents and employees (collectively, the “Escrow Agent Indemnitees”) harmless from and against any and all claims, suitsliabilities, actionslosses, damages, lossesfines, liabilitiespenalties, obligationsand expenses, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionand incidental expenses and legal fees and expenses (“Losses”) arising directly that may be imposed on, incurred by, or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by asserted against, the Escrow Agent Indemnitees or any of them including, without limitation any claim brought by any Indemnitee (i) for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement including without limitation, the instructions or directions of any Indemnitee; or (ii) in connection with or arising out of the provision of services Escrow Agent’s performance under this Escrow Agreement provided, with respect to the Company; and this clause (cii) for the avoidance of doubtonly, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant Indemnitees have not acted with gross negligence or engaged in willful misconduct. Anything in this Escrow Agreement to this Agreementthe contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing indemnities provisions of this Section 7(d) shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent and the termination of this Agreementfor any reason. (i) e. The Escrow Agent shall have no duties except those specifically set forth in this AgreementAgreement and shall not be subject to, nor have any liability or responsibility under, any other agreement or document the other parties hereto may be parties to or responsible for, even if same is referenced herein or copies have been given to the Escrow Agent. (j) f. The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities. (a) The Escrow Agent shall act hereunder as a depositary depository only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow agent or any asset deposited with it. (b) The Escrow Agent shall be entitled protected in acting upon written instructions from _____________________ if it, in good faith, believes such written instructions to reasonably rely upon be genuine and what it purports to be. __________________shall be without liability for and indemnified by the Company from time to time file with respect to any action or omission to act which the Escrow Agent takes pursuant a certified copy of each resolution of its Board of Directors authorizing the person or persons to Written Instructionsgive written instructions. Unless otherwise provided in Such resolution shall specify the class of instructions that may be given by each person to the Escrow Agent, under this Agreement, together with certified signatures of such persons authorized to sign. This shall constitute conclusive evidence of the authority of the signatories designated therein to act. It shall be considered in full force and effect with the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not fully protected in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, acting in reliance thereon unless and until the Escrow Agent it receives Written Instructions written notice to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused any error of judgment or for any action taken or omitted by delaysit in good faith, failureor for any mistake of fact or law, errors, interruption or loss of data) occurring directly for anything which it may do or indirectly by reason of circumstances beyond refrain from doing in connection herewith except its reasonable control, including without limitation, acts of God; action own gross negligence or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Companywillful misconduct. (fd) The Escrow Agent shall not be under any duty or obligation ____________________and ___________________agree to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless indemnify the Escrow Agent and its affiliates hold it harmless from and their respective directorsagainst any loss, trusteesliability, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ ' fees and court costsexpenses), travel costs and other reasonable out-of-pocket costs related to dispute resolution) claim or demand arising directly out of or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision performance of services to its obligations in accordance with the Company; and (c) provisions of this Escrow Agreement, except for the avoidance gross negligence or willful misconduct of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this AgreementAgent. The foregoing These indemnities shall survive the resignation of the Escrow Agent and or the termination of this Escrow Agreement. (ie) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. This Agreement represents the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes any and all other and prior agreements between them. (jf) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kg) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities fee of the Escrow Agent for its services hereunder without shall be paid by ________________ in accordance with the prior written approval standard schedule of the Escrow Agent, which approval shall not charges in effect when services are rendered. Such schedule will be unreasonably withheld or delayedfurnished upon request.

Rights and Responsibilities of Escrow Agent. (a) The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities: a. The Escrow Agent shall act hereunder as a depositary depository only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it. (b) b. The Escrow Agent shall be entitled to reasonably rely protected in acting upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes written instructions issued pursuant to Written Instructions. Unless otherwise provided this Escrow Agreement if Escrow Agent, in this Agreementgood faith, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall believes such written instructions to be entitled genuine and what it purports to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrarybe. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. c. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice error of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company judgment or for any failure to discover action taken or omitted by it in good faith, or for any such error mistake of fact or omissionlaw, or for anything which it may do or refrain from doing in connection herewith except its own gross negligence or willful misconduct. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior d. Purchaser, Company and Owners jointly and severally agree to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless indemnify the Escrow Agent and its affiliates hold it harmless from and their respective directorsagainst any loss, trusteesliability, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs' fees, travel costs and other reasonable out-of-pocket costs related to dispute resolution) expenses), claim or demand arising directly out of or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision performance of services to its obligations in accordance with the Company; and (c) provisions of this Escrow Agreement, except for the avoidance gross negligence or willful misconduct of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this AgreementAgent. The foregoing These indemnities shall survive the resignation of the Escrow Agent and or the termination of this Escrow Agreement. (i) e. The Escrow Agent shall have no duties except those specifically set forth in this Agreement. This Agreement represents the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes any and all other prior agreements between them. (j) f. The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall act hereunder as a depositary an escrow agent only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably may rely upon and shall be without protected in acting or refraining from acting upon (and shall incur no liability for following the instructions contained therein) any written notice, instruction or request furnished to it hereunder and indemnified believed by it to be genuine and to have been signed or presented by the Company with respect to any action proper party or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructionsparties. The Escrow Agent shall be entitled under no duty to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with inquire into or investigate the provisions of the Company’s governing instrument validity, accuracy or this Agreement or content of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until such document. The Escrow Agent shall have no duty to solicit any payments which may be due to be paid into the Escrow Agent receives Written Instructions to the contraryFund by any party. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused any action taken or omitted by delays, failure, errors, interruption it unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or loss willful misconduct was the primary cause of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure any loss. In the administration of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occurescrow account hereunder, the Escrow Agent shall follow applicable procedures may execute any of its powers and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty perform its duties hereunder directly or obligation to inquire into through agents or attorneys and shall not be liable for the validity or invaliditymay consult with counsel, authority or lack thereofincluding in-house counsel, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or accountants and other information which the Escrow Agent reasonably believes skilled persons to be genuineselected and retained by it. The Escrow Agent shall not be liable for any damages that are caused anything done, suffered or omitted in good faith by actions or omissions taken by the Escrow Agent it in accordance with Written Instructions the advice or advice of counsel. The Escrow Agent shall not be liable for any damages arising out opinion of any action such counsel, accountants or omission to act by any prior service provider of the Company or for any failure to discover any such error or omissionother skilled persons, including in-house counsel. (gd) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company Gold Ribbon agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and each of their respective directors, trustees, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, suitsliabilities, actionslosses, damages, lossesfines, liabilitiespenalties, obligationsand expenses, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionand incidental expenses and legal fees and expenses (“Losses”) arising directly that may be imposed on, incurred by, or indirectly from: asserted against, the Indemnititees or any of them (ai) for following any action instructions or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement; or (ii) in connection with or arising out of the provision of services Escrow Agent’s performance under this Escrow Agreement provided, with respect to this clause (ii) only, the Indemnitees have not acted with negligence or engaged in willful misconduct. Anything in this Escrow Agreement to the Company; and (c) for the avoidance of doubtcontrary notwithstanding, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by no event shall the Escrow Agent pursuant be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to this Agreementlost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing indemnities provisions of this Section 7(d) shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent and the termination of this Agreementfor any reason. (ie) The Escrow Agent shall have no duties except those specifically set forth in this AgreementAgreement and shall not be subject to, nor have any liability or responsibility under, any other agreement or document the other parties hereto may be parties to or responsible for, even if same is referenced herein or copies have been given to the Escrow Agent. (jf) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company Fund with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s Fund's governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Fund's Board of Managers or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of The Escrow Agent's liability under this Section 3, the Escrow Agent Agreement shall be liable limited to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconductarising out if its willful misfeasance, fraud, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement (“Standard of Care”)Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Escrow Agent or its affiliates. (e) The Notwithstanding anything in this Agreement to the contrary, (i) the Escrow Agent shall not be liable for damages (including without limitation damages caused by losses, delays, failure, errors, interruption or loss of data) data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of and (ii) the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gf) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hg) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company The Fund agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claimstaxes, suitscharges, actionsexpenses, damagesassessments, losses, liabilities, obligations, costs claims and reasonable expenses liabilities (including without limitation reasonable attorneys’ attorneys fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionexpenses) arising directly or indirectly from: (a) from any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by which the Escrow Agent takes in connection with the provision of services under this Agreement; provided, however, that neither the Escrow Agent, nor any of its affiliates, shall be indemnified pursuant to this sentence against any liability (or any expenses incident to such liability) arising out of the Company; Escrow Agent's or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. In addition to and (c) for notwithstanding the avoidance provisions of doubtthe immediately preceding sentence, the Fund shall indemnify, defend and hold harmless the Escrow Agent and its affiliates against and in respect of any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (ih) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (ji) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kj) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lk) The Company Fund and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (ml) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company Fund or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (nm) Notwithstanding anything in this Agreement to the contrary, neither the Company Fund nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably unreasonable withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board of Managers or the Company’s members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the The Escrow Agent’s own intentional misconductliability under this Agreement shall be limited to damages arising out if its willful misfeasance, fraud, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement (“Standard of Care”)Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Escrow Agent or its affiliates. (e) The Notwithstanding anything in this Agreement to the contrary, (i) the Escrow Agent shall not be liable for damages (including without limitation damages caused by losses, delays, failure, errors, interruption or loss of data) data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of and (ii) the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gf) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hg) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the The Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claimstaxes, suitscharges, actionsexpenses, damagesassessments, losses, liabilities, obligations, costs claims and reasonable expenses liabilities (including without limitation reasonable attorneys’ attorneys fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionexpenses) arising directly or indirectly from: (a) from any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by which the Escrow Agent takes in connection with the provision of services under this Agreement; provided, however, that neither the Escrow Agent, nor any of its affiliates, shall be indemnified pursuant to this sentence against any liability (or any expenses incident to such liability) arising out of the Company; Escrow Agent’s or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. In addition to and (c) for notwithstanding the avoidance provisions of doubtthe immediately preceding sentence, the Company shall indemnify, defend and hold harmless the Escrow Agent and its affiliates against and in respect of any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (ih) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (ji) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kj) The Escrow Agent shall promptly notify the Manager Company of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lk) The Company and the Manager will provide such necessary information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement, including, but not limited to, any information Escrow Agent requires to produce Form 1099s in accordance with Section 7 of this Agreement. (ml) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (nm) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall not adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably unreasonable withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company Fund with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s Fund's governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Fund's Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager Fund (or any person or entity claiming through the Company or the ManagerFund) for damages only to the extent caused by the Escrow Agent’s 's own intentional misconduct, bad faith inbad faith, gross negligence or negligence reckless disregard with respect to its duties under this Agreement (“Standard of Care”). (d) The Escrow Agent's liability to the Fund and any person or entity claiming through the Fund for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by the Escrow Agent for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss; provided that the Escrow Agent's cumulative maximum liability for all Losses shall not exceed $250,000. (e) Notwithstanding anything in this Agreement to the contrary, the Fund and the Manager hereby acknowledge and agree that the Escrow Agent shall not be liable for any losses or damages of any kind associated with any taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes") or for any withholding or reporting, or for any non-withholding or non-reporting, of Taxes. (f) The Fund acknowledges that it may be considered a U.S. withholding agent and/or may be required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations ("IRC and Regulations"). The Fund agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations. Therefore, unless otherwise specified herein or in a separate written agreement, neither the Escrow Agent nor any of its affiliates shall be responsible for withholding or depositing taxes, nor will it/they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F. (g) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (eh) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (fi) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company Fund or for any failure to discover any such error or omission. (gj) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hk) Absent the Escrow Agent’s 's failure to meet its Standard of Care (defined in Section 3 above), the Company Fund agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ ' fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the CompanyFund; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the CompanyFund; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (il) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (jm) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kn) The Escrow Agent shall promptly notify the Manager Fund of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lo) The Company and the Manager Fund will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (mp) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-non- infringement except as otherwise set forth in this Agreement. (nq) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager Fund shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s 's governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing 's [Board of Directors/General Partner] or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of The Escrow Agent's liability under this Section 3, the Escrow Agent Agreement shall be liable limited to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconductarising out if its willful misfeasance, fraud, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement (“Standard of Care”)Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Escrow Agent or its affiliates. (e) The Notwithstanding anything in this Agreement to the contrary, (i) the Escrow Agent shall not be liable for damages (including without limitation damages caused by losses, delays, failure, errors, interruption or loss of data) data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of and (ii) the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gf) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hg) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the The Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claimstaxes, suitscharges, actionsexpenses, damagesassessments, losses, liabilities, obligations, costs claims and reasonable expenses liabilities (including without limitation reasonable attorneys’ attorneys fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionexpenses) arising directly or indirectly from: (a) from any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by which the Escrow Agent takes in connection with the provision of services under this Agreement; provided, however, that neither the Escrow Agent, nor any of its affiliates, shall be indemnified pursuant to this sentence against any liability (or any expenses incident to such liability) arising out of the Company; Escrow Agent's or its affiliates own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. In addition to and (c) for notwithstanding the avoidance provisions of doubtthe immediately preceding sentence, the Company shall indemnify, defend and hold harmless the Escrow Agent and its affiliates against and in respect of any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (ih) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (ji) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kj) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lk) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (ml) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (nm) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably unreasonable withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing 's Board of Trustees or membersshareholders, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the The Escrow Agent’s own liability under this Agreement shall be limited to damages arising out of its intentional misconduct, fraud, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent party nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Escrow Agent such party or its affiliates. (e) The Notwithstanding anything in this Agreement to the contrary, (i) the Escrow Agent shall not be liable for damages (including without limitation damages caused by losses, delays, failure, errors, interruption or loss of data) data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of and (ii) the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (hf) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above)Care, the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claimstaxes, suitscharges, actionsexpenses, damagesassessments, losses, liabilities, obligations, costs claims and reasonable expenses liabilities (including without limitation reasonable attorneys’ attorneys fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionexpenses) arising directly or indirectly from: (a) from any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by which the Escrow Agent takes in connection with the provision of services under this Agreement. In addition to and notwithstanding the Company; provisions of the immediately preceding sentence, the Company shall indemnify, defend and (c) for hold harmless the avoidance Escrow Agent and its affiliates against and in respect of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (ig) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (jh) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (ki) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lj) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (mk) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (nl) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the ManagerCompany) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith faith, gross negligence or negligence reckless disregard with respect to its duties under this Agreement (“Standard of Care”). (d) The Escrow Agent’s liability to the Company and any person or entity claiming through the Company for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by the Escrow Agent for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss; provided that the Escrow Agent’s cumulative maximum liability for all Losses shall not exceed $250,000. (e) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (ef) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (fg) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gh) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hi) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: : (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (ij) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (jk) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kl) The Escrow Agent shall promptly notify the Manager Company of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lm) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (mn) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (no) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the ManagerCompany) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith faith, gross negligence or negligence reckless disregard with respect to its duties under this Agreement (“Standard of Care”). (d) The Escrow Agent’s liability to the Company and any person or entity claiming through the Company for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by the Escrow Agent for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss; provided that the Escrow Agent’s cumulative maximum liability for all Losses shall not exceed $250,000. (e) Notwithstanding anything in this Agreement to the contrary, the Company and the Manager hereby acknowledge and agree that the Escrow Agent shall not be liable for any losses or damages of any kind associated with any taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”) or for any withholding or reporting, or for any non-withholding or non-reporting, of Taxes. (f) The Company acknowledges that it may be considered a U.S. withholding agent and/or may be required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations (“IRC and Regulations”). The Company agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations. Therefore, unless otherwise specified herein or in a separate written agreement, neither the Escrow Agent nor any of its affiliates shall be responsible for withholding or depositing taxes, nor will it/they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F. (g) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (eh) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (fi) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gj) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hk) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (il) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (jm) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kn) The Escrow Agent shall promptly notify the Manager Company of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lo) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (mp) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (nq) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the ManagerCompany) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith faith, gross negligence or negligence reckless disregard with respect to its duties under this Agreement (“Standard of Care”). (d) The Escrow Agent’s liability to the Company and any person or entity claiming through the Company for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by the Escrow Agent for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss; provided that the Escrow Agent’s cumulative maximum liability for all Losses shall not exceed $250,000. (e) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (ef) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (fg) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gh) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hi) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: ; (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (ij) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (jk) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kl) The Escrow Agent shall promptly notify the Manager Company of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lm) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (mn) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (no) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the ManagerCompany) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith faith, gross negligence or negligence reckless disregard with respect to its duties under this Agreement (“Standard of Care”). (d) The Escrow Agent’s liability to the Company and any person or entity claiming through the Company for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory (“Loss”) shall not exceed the fees received by the Escrow Agent for services provided hereunder during the twelve (12) months immediately prior to the date of such Loss; provided that the Escrow Agent’s cumulative maximum liability for all Losses shall not exceed $250,000. (e) Notwithstanding anything in this Agreement to the contrary, the Company and the Manager hereby acknowledge and agree that the Escrow Agent shall not be liable for any losses or damages of any kind associated with any taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”) or for any withholding or reporting, or for any non-withholding or non-reporting, of Taxes. (f) The Company acknowledges that it may be considered a U.S. withholding agent and/or may be required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations (“IRC and Regulations”). The Company agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations. Therefore, unless otherwise specified herein or in a separate written agreement, neither the Escrow Agent nor any of its affiliates shall be responsible for withholding or depositing taxes, nor will it/they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F. (g) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (eh) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (fi) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (gj) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four twelve (2412) months immediately prior to the discovery filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (hk) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (il) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (jm) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kn) The Escrow Agent shall promptly notify the Manager Company of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (lo) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (mp) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (nq) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Escrow Agreement hereby agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any document furnished to the Escrow Agent or any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely protected in acting upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreementwritten instructions from Identity, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall Bank and Geographics if it, in good faith, believes such written instructions to be entitled genuine and what they purport to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrarybe. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss any error of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company judgment or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. (d) The Escrow Agent may confer with legal counsel, including its own in-house counsel, in the event of any dispute or question as to the construction of any of the provisions hereof, or its legal duties hereunder, and Escrow Agent shall incur no liability and it shall be taken by fully protected in acting in accordance with the written opinions of such counsel. (e) Identity, the Bank and Geographics agree to indemnify the Escrow Agent and hold it harmless from and against any loss, liability, expenses (including, without limitation, reasonable attorneys' fees and expenses), claim or demand arising out of or in connection with the provision performance of services to its obligations in accordance with the Company; and (c) provisions of this Escrow Agreement, except for the avoidance gross negligence or willful misconduct of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement(provided that if either Identity, the Bank or Geographics pay more than one-third of the total amount of the foregoing, the party paying in excess of one-third shall have a right of contribution from the other two parties such that the parties each pay one-third of such amount). The foregoing These indemnities shall survive the resignation of the Escrow Agent and or the termination of this Escrow Agreement. (if) The Escrow Agent shall have no duties except those specifically set forth in this Escrow Agreement. This Escrow Agreement represents the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes any and all other and prior agreements between them. (jg) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (kh) The Escrow Agent shall promptly notify the Manager fee of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent for its services hereunder shall be paid equally by Identity and the sums delivered to it therewithBank in accordance with the standard schedule of charges in effect when services are rendered. Such schedule will be furnished upon request. (li) The Company and In addition to the Manager will provide such information and documentation as the Escrow Agent may reasonably request fee described in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreementparagraph 4(h), the Escrow Agent hereby disclaims shall be entitled to reimbursement for all representations reasonable expenses, disbursements or advances made by it in the performance of its duties hereunder, including reasonable counsel and warrantiescourt costs, express or implied, made pursuant to paragraph 4(d). Identity and the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective Bank shall each pay one-half of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreementsuch expenses. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall act hereunder have no liability under and no duty to inquire as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for to the sufficiency, correctness, genuineness or validity provisions of any asset deposited with it. (b) agreement other than this Escrow Agreement. The Escrow Agent shall be entitled to reasonably may rely upon and shall not be without liability liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and indemnified believed by it to be genuine and to have been signed or presented by the Company with respect to any action proper party or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructionsparties. The Escrow Agent shall be entitled under no duty to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with inquire into or investigate the provisions of the Company’s governing instrument validity, accuracy or this Agreement or content of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates. (e) document. The Escrow Agent shall not have no duty to solicit any payments which may be liable for damages (including without limitation damages caused by delays, failure, errors, interruption due it or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuineFund. The Escrow Agent shall not be liable for any damages action taken or omitted by it in good faith except to the extent that are caused by actions or omissions taken by a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Purchaser or Seller. The Escrow Agent in accordance may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with Written Instructions or advice of counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any damages arising out anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any action such counsel, accountants or omission to act by any prior service provider of other skilled persons. In the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior the provisions of this Escrow Agreement, it shall be entitled to the discovery of such cause of action. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent refrain from taking any action and its affiliates and their respective directors, trustees, officers, agents and employees from sole obligation shall be to keep safely all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds property held in escrow until it shall be directed otherwise in writing by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation all of the Escrow Agent and the termination other parties hereto or by a final order or judgment of this Agreement. (i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as jurisdiction. Anything in this Escrow Agreement to the respective rights of the parties hereto and contrary notwithstanding, in no event shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to it therewith. (l) The Company and the Manager will provide such information and documentation as lost profits), even if the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities has been advised of the Escrow Agent hereunder without the prior written approval likelihood of such loss or damage and regardless of the Escrow Agent, which approval shall not be unreasonably withheld or delayedform of action.

Rights and Responsibilities of Escrow Agent. (a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s 's governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing 's Board of Trustees or membersshareholders, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of The Escrow Agent's liability under this Section 3, the Escrow Agent Agreement shall be liable limited to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own arising out of its intentional misconduct, fraud, bad faith faith, gross negligence or negligence with respect to reckless disregard of its duties under this Agreement (“"Standard of Care”"). (d) Notwithstanding anything in this Agreement to the contrary, the Company and the Manager hereby acknowledge and agree that the Escrow Agent shall not be liable for any losses or damages of any kind associated with any taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes") or for any withholding or reporting, or for any non-withholding or non-reporting, of Taxes. (e) The Company acknowledges that it may be considered a U.S. withholding agent and/or may required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations ("IRC and Regulations"). The Company agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations. Therefore, unless otherwise specified herein or in a separate written agreement, neither the Escrow Agent nor any of its affiliates shall be responsible for withholding or depositing taxes, nor will it/they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F. (f) Notwithstanding anything in this Agreement to the contrary, neither party nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Escrow Agent such party or its affiliates. (eg) The Notwithstanding anything in this Agreement to the contrary, (i) the Escrow Agent shall not be liable for damages (including without limitation damages caused by losses, delays, failure, errors, interruption or loss of data) data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of and (ii) the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any and instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action. (h) Absent the Escrow Agent’s 's failure to meet its Standard of Care (defined in Section 3 above)Care, the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claimstaxes, suitscharges, actionsexpenses, damagesassessments, losses, liabilities, obligations, costs claims and reasonable expenses liabilities (including without limitation reasonable attorneys’ attorneys fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolutionexpenses) arising directly or indirectly from: (a) from any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by which the Escrow Agent takes in connection with the provision of services under this Agreement. In addition to and notwithstanding the Company; provisions of the immediately preceding sentence, the Company shall indemnify, defend and (c) for hold harmless the avoidance Escrow Agent and its affiliates against and in respect of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. (i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. (a) The duties, responsibilities and obligations of the Escrow Agent shall be limited to those set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor be required to comply with, any other agreement between the Company or Parent or to which the Company or Parent is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from the Company, Parent, the Stockholder Representative or any entity or person acting on the respective behalf of any of them. 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 of its duties hereunder. (b) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Fund (including orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Fund), the Escrow Agent is authorized to comply therewith in any manner as it deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the Parties or any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (c) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it. (b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action taken or omission to act which omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document delivered in accordance with this Escrow Agreement by Parent or the Stockholder Representative, (ii) DIRECTLY, OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT SHALL BE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION, or (iii) for an amount in excess of the value of the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this AgreementFund, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions valued as of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”)applicable date. (d) Notwithstanding anything in The Escrow Agent may consult with legal counsel of its own selection as to any matter relating to this Agreement to the contraryEscrow Agreement, neither and the Escrow Agent nor its affiliates shall be liable for not incur any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of liability in acting in good faith in accordance with any advice from such damages was known by the Escrow Agent or its affiliatescounsel. (e) The Escrow Agent shall not be liable incur any liability for damages (including without limitation damages caused by delaysnot performing any act or fulfilling any duty, failure, errors, interruption obligation or loss of data) occurring directly or indirectly responsibility hereunder by reason of circumstances any occurrence beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure the control of the mails; Escrow Agent (including any act or functions provision of any present or malfunctions future law or regulation or governmental authority, any act of God or war, or the unavailability of the internet, firewalls, encryption systems Federal Reserve Bank wire or security devices caused by any of the above. Should such an event occurtelex or other wire or communication facility). (f) Unless otherwise specifically set forth herein, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts proceed as soon as practicable to minimize collect any service interruptions checks or other collection items at any time deposited hereunder. All such collections shall be subject to the Company. (f) The Escrow Agent shall not be under any duty Agent’s usual collection practices or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which terms regarding items received by the Escrow Agent reasonably believes to be genuinefor deposit or collection. The Escrow Agent shall not be liable for required, nor have any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out duty, to notify anyone of any payment or maturity under the terms of any instrument deposited hereunder, to take any legal action to enforce payment of any check, note or omission security deposited hereunder or to act by exercise any prior service provider right or privilege which may be afforded to the holder of the Company or for any failure to discover any such error or omissionsecurity. (g) No party may assert a cause The Escrow Agent shall provide to Parent and the Stockholder Representative monthly statements identifying transactions, transfers from, deposits into and holdings of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of actionFund. (h) Absent Notices, instructions or communications shall be in writing and shall be given to the Escrow Agent’s failure to meet its Standard of Care (defined addresses set forth in Section 3 above4.1 below (or to such other addresses as may be substituted therefor by written notification as provided in such Section 4.1). The Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by Parent or by the Company agrees Stockholder Representative or by a person or persons authorized by any of them. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday or banking holiday, such time shall be extended to indemnify, defend and hold harmless the next day on which the Escrow Agent is open for business. (i) iSarla, Parent and its affiliates the Eligible Company Holders hereby jointly and severally agree (but, in the case of the Eligible Company Holders, solely to the extent of their respective directorspro-rata amounts at the time held in the Escrow Fund) to reimburse the Escrow Agent for, trusteesand to indemnify and hold the Escrow Agent harmless from and against, officers, agents any and employees from all claims, suits, actions, damages, losses, liabilities, obligationscosts, costs and reasonable damages or expenses (including reasonable attorneys’ fees and court costsexpenses) of the Escrow Agent (collectively, travel costs and other reasonable out-of-pocket costs “Losses”) arising from or in connection with or related to dispute resolution) arising directly this Escrow Agreement or indirectly from: being the Escrow Agent hereunder (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken including Losses incurred by the Escrow Agent in connection with the provision its successful defense, in whole or in part, of services any claim of gross negligence or willful misconduct on its part); provided, however, that nothing contained herein shall require Escrow Agent to the Company; and (c) be indemnified for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable Losses finally determined to the investment of funds held in escrow have been primarily caused by the Escrow Agent pursuant to this AgreementAgent’s own gross negligence or willful misconduct. The foregoing indemnities obligations of iSarla, the Parent and the Stockholder Representative hereunder shall survive the resignation of the Escrow Agent and the termination of this AgreementEscrow Agreement and the resignation or removal of the Escrow Agent. (ij) Parent and the Stockholder Representative may, acting jointly, remove the Escrow Agent at any time by giving to the Escrow Agent ten (10) calendar days’ prior notice in writing signed by Parent and the Stockholder Representative. The Escrow Agent may resign at any time by giving Parent and the Stockholder Representative thirty (30) calendar days prior written notice thereof. Within ten (10) calendar days after giving the foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent, Parent and the Stockholder Representative shall appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such ten (10)-day period, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent. Upon delivery of the Escrow Fund to the successor Escrow Agent, the Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay further duties, responsibilities or the consequences of any delay occasioned by such resort to courtobligations hereunder. (k) The Escrow Agent shall promptly notify In the Manager event of any discrepancy between the amounts set forth on ambiguity or uncertainty hereunder or in any remittance advice notice, instruction of other communication received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreementhereunder, the Escrow Agent hereby disclaims may, in its sole discretion, refrain from taking any action other than retaining possession of the Escrow Fund, unless the Escrow Agent receives written instructions, signed by Parent and the Stockholder Representative, which eliminates such ambiguity or uncertainty. In the event of any dispute between or conflicting claims by or among Parent, the Stockholder Representative and/or any other person or entity with respect to any Escrow Fund, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all representations claims, demands or instructions with respect to such Escrow Fund so long as such dispute or conflict shall continue, and warranties, express or implied, made the Escrow Agent shall not be nor become liable in any way to the Company Parent or the Manager Eligible Company Holders for failure or any other personrefusal to comply with such conflicting claims, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose demands or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreementinstructions. The Escrow Agent disclaims any warranty shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of title a court of competent jurisdiction, which order, judgment or non-infringement except decree is not subject to appeal, or settled by agreement between the conflicting parties as otherwise set forth evidenced in this Agreement. (n) Notwithstanding anything in this Agreement a writing satisfactory to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, or (ii) the Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all Losses which approval shall not be unreasonably withheld it may incur by reason of so acting. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or delayedseek other judicial relief or orders as it may deem, in its sole discretion, necessary.

Rights and Responsibilities of Escrow Agent. (a) The duties, responsibilities and obligations of Escrow Agent shall act hereunder as are limited to those expressly set forth herein and no duties, responsibilities or obligations are to be inferred or implied. Escrow Agent is not required to comply with (1) any other agreement between or among Seller or Purchaser or to which Seller or Purchaser is a depositary onlyparty, even though reference thereto may be made herein, or (2) any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from Seller or Purchaser or any entity acting on the respective behalf of any of them. Escrow Agent is not required to, and will not, expend or risk any of its own funds or otherwise incur any financial liability in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity performance of any asset deposited with itof its duties hereunder. (b) The If at any time Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company is served with respect to any action judicial or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreementadministrative order, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume judgment, decree, writ or other form of judicial or administrative process that any Written Instruction received hereunder is not in any way inconsistent with affects the provisions Escrow Deposit (including but not limited to orders of attachment of garnishment or other forms of levies of injunctions or stays relating to the transfer of the Company’s governing instrument or this Agreement or of any voteEscrow Deposit), resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions is hereby authorized to comply therewith in any manner as it is or its legal counsel of its own choosing deems appropriate, and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent will not be liable to Purchaser, Seller or the contraryPurchaser Indemnitees even though such order, judgment, decree, writ of process is subsequently modified or vacated or otherwise determined to have been without legal force or effect. (c) Subject Escrow Agent is not liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of its gross negligence or willful misconduct. Escrow Agent will not be liable (1) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document delivered in accordance with this Escrow Agreement by Seller and/or Purchaser, (2) for any consequential, punitive or special damages, (3) for the acts or omissions of its nominees, correspondents, designees, subagents or sub-custodians identified to, and approved by Seller and Purchaser in writing prior to appointment, or (4) for an amount in excess of the terms value of this Section 3, the Escrow Agent shall be liable to Deposit, valued as of the Company applicable date of such act, omission, loss or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”)injury. (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for may consult with legal counsel at the expense of Purchaser and Seller as to any consequentialmatter relating to this Escrow Agreement, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the and Escrow Agent or its affiliateswill not incur any liability for acting in good faith in accordance with any advice from such counsel. (e) The Escrow Agent shall will not be liable incur any liability for damages (including without limitation damages caused by delaysnot performing any act or fulfilling any duty, failure, errors, interruption obligation or loss of data) occurring directly or indirectly responsibility hereunder by reason of circumstances any occurrence beyond its the reasonable controlcontrol of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation of governmental authority, including without limitationany act of God or war, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure the unavailability of the mails; Federal Reserve Bank wire or functions telex or malfunctions of the internet, firewalls, encryption systems other wire or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Companycommunication facility). (f) The Unless otherwise specifically set forth herein, Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. Escrow Agent will not be under required or have any duty or obligation duty, to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, notify anyone of any instructionpayment or maturity under the terms of an instrument deposited hereunder, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes nor to be genuine. The Escrow Agent shall not be liable for take any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out legal action to enforce payment of any action check, note or omission security deposited hereunder or to act by exercise any prior service provider right or privilege that may be afforded to the holder of the Company or for any failure to discover any such error or omissionsecurity. (g) No party may assert a cause Escrow Agent shall provide to Purchaser and Seller monthly statements identifying transactions, transfers or holdings of action against the Escrow Deposit and each such statement will be deemed to be correct and final upon receipt thereof by Purchaser and Seller unless Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior is notified in writing to the discovery contrary within thirty (30) business days of the date of delivery of such cause of actionstatement. (h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent will not be responsible in 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 document, security or endorsement. (i) Escrow Agent is hereby authorized to comply with and its affiliates rely upon any notices, instruction or other communications believed by it to have been sent or given by the Purchaser or Seller or by the person or persons authorized by Purchaser or Seller. (j) Purchaser will be 50% liable and their respective directors, trustees, officers, agents Seller will be 50% liable for and employees from shall indemnify Escrow Agent against any and all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable damages or expenses (including reasonable attorneys’ fees and court costsexpenses) (collectively, travel costs and other reasonable out-of-pocket costs “Losses”) arising from or in connection with or related to dispute resolution) arising directly or indirectly from: this Escrow Agreement (a) any action or omission including but not limited to act Losses incurred by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision its successful defense, in whole or in part, of services to the Company; and (c) any claim of gross negligence of willful misconduct on its part), except for the avoidance of doubt, any liability for taxes and any penalties Losses caused by Escrow Agent’s gross negligence or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreementwillful misconduct. (ik) The Purchaser and Seller may remove Escrow Agent shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate upon thirty (30) calendar days’ prior joint written notice to seek an adjudication in Escrow Agent. Escrow Agent may resign at any time by giving Purchaser and Seller fifteen (15) calendar days’ prior written notice thereof. If a successor Escrow Agent has not been appointed by mutual written agreement of Purchaser and Seller within ten (10) calendar days after giving the foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation from Escrow Agent, Escrow Agent may apply to a court of competent jurisdiction as to for the respective rights appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be paid 50% by Purchaser and 50% by Seller. Upon receipt of the parties hereto and shall not be held liable by any party hereto for any delay or identity of the consequences of any delay occasioned by such resort to court. (k) The successor Escrow Agent, Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by either deliver the Escrow Deposit then held hereunder to the successor Escrow Agent, less Escrow Agent’s fees, costs and expenses or other obligations owed to Escrow Agent, or hold such Escrow Deposit (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the Escrow Deposit to successor Escrow Agent, Escrow Agent and the sums delivered to it therewithwill have no further duties, responsibilities or obligations hereunder. (l) The Company and In the Manager will provide such information and documentation as the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may reasonably request refrain from taking any action other than retaining possession of the Escrow Deposit, unless Escrow Agent receives written instructions, signed by Purchaser and Seller, that eliminates such ambiguity or uncertainty. In the event of any dispute between or conflicting claims by Purchaser and Seller and/or any other person or entity with respect to any Escrow Deposit, Escrow Agent may refuse to comply with any claims, demands or instruction with respect to such Escrow Deposit so long as such dispute or conflict continues, and Escrow Agent will not be or become liable to Purchaser or Seller for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent may refuse to act until either (1) such conflicting or adverse claims or demands have been (A) determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal or (B) settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (2) Escrow Agent has received sufficient security or indemnity against any and all Losses that it may incur by reason of so acting. In addition, Escrow Agent may commence an interpleader action or seek other judicial relief or orders as it may deem, in its discretion, necessary. The expenses (including reasonable attorneys’ fees and expenses) incurred by Escrow Agent in connection with the services provided such proceeding shall be paid 50% by the Escrow Agent under this AgreementPurchaser and 50% by Seller. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

Rights and Responsibilities of Escrow Agent. The acceptance by Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement agree shall govern and control with respect to Escrow Agent’s rights, duties, liabilities and immunities: (a) Escrow Agent shall be under no duty or responsibility to make any inquiry or investigation as to the accuracy or adequacy, and shall be entitled to assume conclusively, the correctness and completeness of any and all information given in any document or notice received by Escrow Agent from the parties to this Agreement. (b) Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, excepting only its gross negligence or intentional and deliberate misconduct. (c) The Escrow Agent may consult with, and obtain advice from, counsel in the event of any bona fide question as to any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. (d) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness way be bound or validity affected by any notice of any asset deposited with it. (b) The Escrow Agent shall be entitled modification or cancellation of this Agreement unless notice thereof is given to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, by the Pledgor and the Secured Party; nor shall the Escrow Agent be bound by any modification of its obligations hereunder unless the same shall act only upon Written Instructionsbe consented to by the Escrow Agent in writing. The Escrow Agent shall be entitled to reasonably assume that rely upon any Written Instruction received judgment, certification, demand, notice or other writing delivered to it hereunder is not in without being required to determine the authenticity or the correctness of any way inconsistent with fact stated therein, the provisions propriety or validity of the Company’s governing instrument or this Agreement or of any voteservice thereof, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary. (c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (jurisdiction of a court issuing any judgment or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”). (d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliatesorder. (e) The Escrow Agent shall not may act in reliance upon any instrument or signature reasonably believed by it to be liable for damages genuine, and the Escrow Agent may assume that any person purporting to give any notice of receipt of advice or make any statement in connection with the provisions hereof has been duly authorized to do so. (including without limitation damages caused by delaysf) This Agreement sets forth among other things, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure the duties of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by Escrow Agent with respect to any of the aboveand all matters pertinent hereto. Should such an event occurExcept as otherwise expressly provided herein, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company. (f) The Escrow Agent shall not be under any duty or obligation to inquire into refer to, and shall not be liable for bound by, the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, provisions of any instruction, direction, notice, document, instrument or other information which agreement with respect to the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omissionsubject matter hereof. (g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior Except with respect to the discovery of such cause of action. (h) Absent claims based upon the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above)intentional and deliberate misconduct or gross negligence, the Company agrees to indemnify, defend Pledgor and Secured Party shall indemnify and hold harmless the Escrow Agent from and its affiliates and their respective directorsagainst any claims arising out of or in connection with this Agreement, trustees, officers, agents and employees from such indemnification to include all claims, suits, actions, damages, losses, liabilities, obligations, reasonable costs and expenses incurred by the Escrow Agent, including but not limited to reasonable expenses attorney’s fees, and the payment thereof shall be borne one-half (including reasonable attorneys’ fees ½) by Pledgor and court costsone-half (½) by Secured Party. (h) In the event of any disagreement between the parties to this Agreement, travel costs or between them or any one of them and any other reasonable out-of-pocket costs related to dispute resolution) arising directly person, resulting in adverse claims or indirectly from: (a) any action or omission to act by any prior service provider demands being made in connection with the subject matter of the Company; (b) any action taken escrow hereunder, or omitted to be taken by in the event that the Escrow Agent in connection with the provision of services good faith is in doubt as to the Company; and (c) for the avoidance of doubtwhat action it should take hereunder, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant may, at its option, refuse to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement. comply with any claims or demands on it, until (i) The Escrow Agent the rights of all parties shall have no duties except those specifically set forth in this Agreement. (j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in been fully and finally adjudicated by a court of competent jurisdiction as to the respective rights jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by written agreement executed by both of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to courthereto. (k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith. (l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement. (m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.