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

Rights and Responsibilities of the Escrow Agent. (a) The duties, responsibilities and obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the other parties hereto, or to which any other such person 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 any other party or entity acting on its behalf. Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder. (b) The Escrow Agent shall not be liable for any act taken or omitted under this Escrow Agreement if taken or omitted by it in good faith and without gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction. The Escrow Agent shall also be fully protected in relying upon any written notice or demand jointly signed by Investor and Sellers’ Representative or a final order of a court of competent jurisdiction or binding arbitration which it in good faith believes to be genuine. Notwithstanding any other provision of this Escrow Agreement, the Escrow Agent shall not be liable for (i) incidental, punitive, special or consequential damages regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians, (iii) for the investment or reinvestment of any Escrow Property held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction) in the investment or reinvestment of the Escrow Property, or any loss of interest incident to any such delays, or (iv) for an amount in excess of the value of the Escrow Property, valued as of the date of deposit, but only to the extent of direct monetary damages. The Escrow Agent shall be under no duty to afford the Escrow Property any greater degree of care than it gives its own similar property. The Escrow Agent is authorized to act, and shall not be liable for acting, in reliance upon any judgment, order, instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity thereof, the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (c) The Escrow Agent, and any successor escrow agent, may resign at any time as the escrow agent hereunder by giving at least twenty (20) days’ written notice to Investor and Sellers’ Representative. Upon the effective date of such resignation and the transfer of the Escrow Property and related records to a successor escrow agent, the resigning escrow agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as the escrow agent hereunder, except for liability arising in connection with its gross negligence or willful misconduct prior to such resignation and appointment. Upon their receipt of notice of resignation from the escrow agent, Investor and Sellers’ Representative shall use reasonable efforts jointly to designate a successor to the escrow agent. In the event Investor and Sellers’ Representative do not agree upon a successor escrow agent within twenty (20) days after the receipt of such notice, the escrow agent so resigning may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Investor and Sellers’ Representative shall have the right at any time upon not less than ten (10) days’ written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor escrow agent, as escrow agent. Upon the effective date of such resignation, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs, and expenses (all as provided for hereunder), or hold such Escrow Property (or any portion thereof) pending distribution, until all such fees, costs and expenses are paid to it. Upon delivery of the Escrow Property to the successor escrow agent or to one of the parties hereto, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder. (d) Escrow Agent shall 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. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank, N.A.” by name or the rights, powers, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of Escrow Agent.

Rights and Responsibilities of the Escrow Agent. (a) The duties, duties and responsibilities and obligations of the Escrow Agent shall will be limited to those expressly set forth herein in this Escrow Agreement and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall it will not be subject to, nor required obligated to comply withrecognize, any provision of any other agreement between between, or among direction or instruction of, any or all of the other parties hereto, or to which any other such person is a party, even though reference thereto may be made herein, or to comply with any direction or instruction this Escrow Agreement (other than those contained herein or delivered in accordance with this Escrow Agreement) from any other party or entity acting on its behalf. Escrow Agent shall not be required to expend or risk any the definitions of its own funds or otherwise incur any financial or other liability capitalized terms that are defined in the performance of any of its duties hereunderMerger Agreement and not otherwise defined herein). (b) If any Escrow Funds are at any time attached, garnished or levied upon under any court order or in case the payment of any such Escrow Funds will be stayed or enjoined by any court order, or in case any order, judgment or decree will be made or entered by any court affecting such Escrow Funds or any part thereof, then and in any of such events, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies with any such order, writ, judgment or decree, it will not be liable to any of the parties to this Escrow Agreement or to any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (c) The Escrow Agent shall will not be liable for any act taken or omitted under this Escrow Agreement if taken or omitted by it in good faith and without gross negligence or willful misconduct as adjudicated by a court in the exercise of competent jurisdictionreasonable care under the circumstances. The Escrow Agent shall will also be fully protected in relying upon any written notice notice, demand, certificate or demand jointly signed by Investor and Sellers’ Representative or a final order of a court of competent jurisdiction or binding arbitration which document that it in good faith believes to be genuine. Notwithstanding any other provision of this Escrow Agreement, the Escrow Agent shall not be liable for genuine (i) incidental, punitive, special or consequential damages regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians, (iii) for the investment or reinvestment of any Escrow Property held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction) in the investment or reinvestment of the Escrow Property, or any loss of interest incident to any such delays, or (iv) for an amount in excess of the value of the Escrow Property, valued as of the date of deposit, but only to the extent of direct monetary damages. The Escrow Agent shall be under no duty to afford the Escrow Property any greater degree of care than it gives its own similar property. The Escrow Agent is authorized to act, and shall not be liable for acting, in reliance upon any judgment, order, instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity facsimiles thereof, the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel). (cd) The Escrow Agent, and any successor escrow agentEscrow Agent, may resign at any time as the escrow agent Escrow Agent hereunder by giving at least twenty thirty (2030) days’ days prior written notice to Investor Parent and Sellers’ the Stockholder Representative. Upon the effective date of such resignation and the transfer appointment of the Escrow Property and related records to a successor escrow agentEscrow Agent, the resigning escrow agent shall Escrow Agent will be absolved from any and all liability in connection with the exercise of its powers and duties as the escrow agent hereunder, Escrow Agent hereunder except for liability arising in connection with its gross negligence or negligence, willful misconduct prior to such resignation and appointmentor bad faith. Upon their receipt of notice of resignation from the escrow agentEscrow Agent, Investor Parent and Sellers’ the Stockholder Representative shall will use reasonable efforts jointly to designate a successor to the escrow agentEscrow Agent. In the event Investor Parent and Sellers’ the Stockholder Representative do not agree upon a successor escrow agent Escrow Agent within twenty thirty (2030) days after the receipt of such notice, the escrow agent Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or other appropriate relief and any such resulting appointment shall will be binding upon all parties hereto. By mutual agreement, Investor Parent and Sellers’ the Stockholder Representative shall will have the right at any time upon not less than ten (10) days’ written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor escrow agentEscrow Agent, as escrow agent. Upon the effective date of such resignation, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs, and expenses (all as provided for hereunder), or hold such Escrow Property (or any portion thereof) pending distribution, until all such fees, costs and expenses are paid to it. Upon delivery of the Escrow Property to the successor escrow agent or to one of the parties hereto, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder. (d) Escrow Agent shall 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. The Escrow Agent shall not be called or successor Escrow Agent will continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. (e) In the event conflicting demands are made or conflicting notices are served upon Escrow Agent which are directly related to advise any party as its duties under this Escrow Agreement, the parties hereto agree that the Escrow Agent will take no action until (i) such action is agreed to in writing by the wisdom parties hereto or (ii) the issuance of a court order by a court of competent jurisdiction or a decision of an arbitrator or arbitrators appointed in selling or retaining or taking or refraining from any action conformity with the Merger Agreement directing Escrow Agent with respect to the action which is the subject of the conflicting demands or notices. (f) Parent and the Stockholder Representative hereby agree, severally but not jointly, to indemnify Escrow Agent for, and to hold Escrow Agent harmless against, any securities loss, liability or other property deposited expense incurred without negligence, willful misconduct or bad faith on the part of Escrow Agent, arising out of or in connection with Escrow Agent’s entering into this Escrow Agreement and carrying out Escrow Agent’s duties hereunder. No printed or other material in any language, including prospectusescosts and expenses of successfully defending Escrow Agent against any claim of liability with respect thereto. One-half of any payment made pursuant to this paragraph (f) will be paid by Parent and one-half will be paid by the Stockholder Representative. Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (g) Anything in this agreement to the contrary notwithstanding, notices, reports, and promotional material which mentions “Citibank, N.A.” by name or the rights, powers, or duties of in no event shall the Escrow Agent under this be liable for special, indirect or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agreement shall be issued by any other parties hereto, Agent has been advised of the likelihood for such loss or on such party’s behalf, without damage and regardless of the prior written consent form of Escrow Agentaction.

Rights and Responsibilities of the Escrow Agent. (a) The duties, duties and responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein in this Escrow Agreement, and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent it shall not be subject to, nor required obligated to comply withrecognize, any provision of any other agreement between between, or among direction or instruction of, any or all of the other parties hereto, or to which any other such person 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 any other party or entity acting on its behalf. The Escrow Agent shall not be required to expend or risk any exercise the same degree of care towards the Escrow Funds as it exercises towards its own funds similar property. The Escrow Agent shall provide the Trust and the Company with the annual reports describing the assets of the Escrow Account at the end of such year, the activities within the Escrow Account during such year and such other information as may be reasonably requested by the Company or otherwise incur any financial or other liability in the performance of any of its duties hereunderTrust. (b) If any Escrow Funds are at any time attached, garnished or levied upon under any court order or in case the payment of any such Escrow Funds shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such Escrow Funds or any part thereof, then and in any of such events, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, judgment or decree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies with any such order, judgment or decree, it shall not be liable to any of the parties to this Escrow Agreement or to any other person by reason of such compliance even though such order, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (c) The Escrow Agent shall not be liable for any act taken or omitted under this Escrow Agreement if taken or omitted by it in good faith and without gross negligence or willful misconduct as adjudicated by a court in the exercise of competent jurisdictionreasonable care under the circumstances. The Escrow Agent shall also be fully protected in relying upon any written notice notice, demand, certificate or demand jointly signed by Investor and Sellers’ Representative or a final order of a court of competent jurisdiction or binding arbitration which document that it in good faith believes to be genuine. Notwithstanding any other provision of this Escrow Agreement, the Escrow Agent shall not be liable for genuine (i) incidental, punitive, special or consequential damages regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians, (iii) for the investment or reinvestment of any Escrow Property held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction) in the investment or reinvestment of the Escrow Property, or any loss of interest incident to any such delays, or (iv) for an amount in excess of the value of the Escrow Property, valued as of the date of deposit, but only to the extent of direct monetary damages. The Escrow Agent shall be under no duty to afford the Escrow Property any greater degree of care than it gives its own similar property. The Escrow Agent is authorized to act, and shall not be liable for acting, in reliance upon any judgment, order, instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity facsimiles thereof, the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel). (cd) The Escrow Agent, and any successor escrow agentEscrow Agent, may resign at any time as the escrow agent Escrow Agent hereunder by giving at least twenty (20) 30 days’ ' written notice to Investor the Company and Sellers’ Representativethe Trust. Upon the effective date of such resignation and the transfer appointment of the Escrow Property and related records to a successor escrow agentEscrow Agent, the resigning escrow agent Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as the escrow agent hereunder, Escrow Agent hereunder except for liability arising in connection with its gross negligence or willful misconduct prior to such resignation and appointmentmisconduct. Upon their receipt of notice of resignation from the escrow agentEscrow Agent, Investor and Sellers’ Representative the Trust shall use reasonable efforts jointly to designate a successor Escrow Agent which is reasonably acceptable to the escrow agentCompany. In the event Investor the Company and Sellers’ Representative the Trust do not agree upon a successor escrow agent Escrow Agent within twenty (20) 30 days after the receipt of such notice, the escrow agent Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Investor The Trust and Sellers’ Representative the Company shall have the right at any time upon not less than ten (10) 10 days’ ' joint written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor escrow agentEscrow Agent, as Escrow Agent. The Escrow Agent or successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. Any successor Escrow Agent, whether appointed by the Trust and the Company or by such a court, shall be a corporation or national association organized and doing business under the laws of the United States or the laws of any state, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by a federal or state authority and which has at the time of its appointment as escrow agentagent a combined capital and surplus of at least $1,000,000,000. Upon After appointment, the effective date successor Escrow Agent shall, without further action, be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Escrow Agent, but the predecessor Escrow Agent shall deliver and transfer to the successor Escrow Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for this purpose. (e) In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent, directly related to its duties under this Agreement, the parties hereto agree that the Escrow Agent shall take no action until (i) such action is agreed to in writing by the parties hereto or (ii) issuance of such resignationa Court order directing the Escrow Agent with respect to the action which is the subject of the conflicting demands or notices. (f) The Company and the Trust hereby agree to severally indemnify the Escrow Agent for, and to hold Escrow Agent harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Escrow Agent, arising out of or in connection with Escrow Agent's entering into this Agreement and carrying out Escrow Agent's duties hereunder, including costs and expenses of successfully defending the Escrow Agent against any claim of liability with respect thereto; provided, however, that promptly after the receipt by the Escrow Agent of notice of any claim or the commencement of any suit, action or proceeding, the Escrow Agent shall either deliver the Escrow Property then held hereunder shall, if a claim of indemnification in respect thereof is to the successor escrow agent, less the Escrow Agent’s fees, costs, and expenses (all as provided for hereunder), or hold such Escrow Property (or be made against any portion thereof) pending distribution, until all such fees, costs and expenses are paid to it. Upon delivery of the Escrow Property to the successor escrow agent or to one of the other parties hereto, notify such other parties thereof in writing; and provided, further, that the Escrow Agent indemnifying party or parties shall have no further dutiesbe entitled, responsibilities jointly or obligations hereunder. (d) Escrow Agent shall not be responsible severally and at their own expense, to participate in any respect for or assume the form, execution, validity, value or genuineness defense 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 documentaction, security suit or endorsementproceeding. One half of any payment made pursuant to this paragraph (f) shall be paid by the Company and one-half shall be paid by the Trust. The Escrow Agent may consult with counsel of its own choice and shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with respect to any securities or other property deposited hereunder. No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank, N.A.” by name or the rights, powers, or duties opinion of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of Escrow Agentcounsel.

Rights and Responsibilities of the Escrow Agent. (a) The duties, responsibilities HAC and obligations of Stockholder Representatives acknowledge and agree that the Escrow Agent (i) shall be limited to those expressly obligated only for the performance of such duties as are specifically set forth herein and no duties, responsibilities or obligations shall in this Escrow Agreement on its part to be inferred or implied. Escrow Agent performed; (ii) shall not be subject toobligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, nor required instruction, instrument, statement, request or document furnished to comply withit hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof, and (iv) may consult counsel satisfactory to it, including in-house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any other agreement between action taken, suffered or among any or all of the other parties hereto, or to which any other such person 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 omitted by it hereunder in good faith and in accordance with this Escrow Agreement) from any other party or entity acting on its behalf. Escrow Agent shall not be required to expend or risk any the opinion of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereundersuch counsel. (b) The Neither the Escrow Agent nor any of its directors, officers or employees shall not be liable to anyone for any act action taken or omitted under this Escrow Agreement if to be taken or omitted by it or any of its directors, officers or employees hereunder except in good faith and without the case of gross negligence or willful misconduct as adjudicated by a court misconduct. Subject to the provisions of competent jurisdiction. The Escrow Agent shall also be fully protected in relying upon any written notice or demand jointly signed by Investor Section 6 hereof, HAC covenants and Sellers’ Representative or a final order of a court of competent jurisdiction or binding arbitration which it in good faith believes agrees to be genuine. Notwithstanding any other provision of this Escrow Agreement, indemnify the Escrow Agent and hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Escrow Agreement or with the administration of its duties hereunder, including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liability, unless such loss, liability or expense shall not be caused by the Escrow Agent's willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for (i) incidentalindirect, punitive, special or consequential damages regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians, (iii) for the investment or reinvestment of any Escrow Property held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction) in the investment or reinvestment of the Escrow Property, or any loss of interest incident to any such delays, or (iv) for an amount in excess of the value of the Escrow Property, valued as of the date of deposit, but only to the extent of direct monetary damages. The Escrow Agent shall be under no duty to afford the Escrow Property any greater degree of care than it gives its own similar property. The Escrow Agent is authorized to act, and shall not be liable for acting, in reliance upon any judgment, order, instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity thereof, the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (c) The Subject to the provisions of Section 6 hereof, HAC agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Funds under this Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. HAC and Stockholder Representatives undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Subject to the provisions of Section 6 hereof, HAC agrees to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including, without limitation, the withholding or deduction of, or the failure to withhold or deduct, same, and any successor escrow agentliability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may resign be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees) interest and penalties. Notwithstanding the foregoing, no distributions will be made unless the Escrow Agent is supplied with an original, signed W- 9 form or its equivalent prior to distribution. (d) The Escrow Agent may at any time resign as the escrow agent Escrow Agent hereunder by giving at least twenty thirty (2030 ) days’ , prior written notice of resignation to Investor HAC and Sellers’ RepresentativeStockholder Representatives. Upon Prior to the effective date of the resignation as specified in such resignation and notice, HAC will issue to the transfer Escrow Agent a written instruction authorizing redelivery of the Escrow Property and related records Funds to a successor escrow agent, the resigning escrow agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as the escrow agent hereunder, except for liability arising in connection with its gross negligence bank or willful misconduct prior to such resignation and appointment. Upon their receipt of notice of resignation from the escrow agent, Investor and Sellers’ Representative shall use reasonable efforts jointly to designate a successor trust company that it selects subject to the escrow agentreasonable consent of the Stockholder Representatives. In the event Investor Such bank or trust company shall have a principal office in Boston, Massachusetts, and Sellers’ Representative do not agree upon shall have capital, surplus and undivided profits in excess of $50,000,000. If, however, HAC shall fail to name such a successor escrow agent within twenty (20) days after the receipt notice of such noticeresignation from the Escrow Agent, the Stockholder Representatives shall be entitled to name such successor escrow agent. If no successor escrow agent so resigning is named by HAC or Stockholder Representatives, the Escrow Agent may petition any apply to a court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Investor and Sellers’ Representative shall have the right at any time upon not less than ten (10) days’ written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor escrow agent, as escrow agent. Upon The provisions of Section 5(b) and Section 5(c) shall survive the effective date termination of such resignation, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs, and expenses (all as provided for hereunder), or hold such Escrow Property (or any portion thereof) pending distribution, until all such fees, costs and expenses are paid to it. Upon delivery of the Escrow Property to the successor escrow agent or to one of the parties hereto, the Escrow Agent shall have no further duties, responsibilities or obligations hereunderthis Agreement. (de) Escrow Agent shall 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. The Escrow Agent shall not be called upon fully entitled to advise act on written instructions as follows: (i) On behalf of HAC - any party as to one of Xxxxxx Xxxx, Xxxxxx Xxxx or Xxx Xxxxxx or any other individual identified in writing by any one of them. (ii) On behalf of the wisdom in selling Stockholder Representatives - any two of Xxxxxx Xxxxxxx, Xx. Xxxxxxx Nocero or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank, N.A.” by name or the rights, powersXxxxx Xxxxxx, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of Escrow Agenttwo successor Stockholder Representatives.

Rights and Responsibilities of the Escrow Agent. (a) 4.1.1 The duties, duties and responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein in this Escrow Agreement, and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent it shall not be subject to, nor required obligated to comply withrecognize, any other agreement between between, or among direction or instruction of, any or all of the other parties heretoto this Escrow Agreement. 4.1.2 If any Indemnity Escrow Funds are at any time attached, garnished or levied upon under any court order or in case the payment of any such Indemnity Escrow Funds shall be stayed or enjoined by any court order, or to which in case any other such person is a partyorder, even though reference thereto may judgment or decree shall be made hereinor entered by any court affecting such Indemnity Escrow Funds or any part thereof, or then and in any of such events, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any direction such order, writ, judgment or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any other party or entity acting on its behalfdecree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be required liable to expend or risk any of its own funds the parties to this Escrow Agreement or otherwise incur to any financial other person by reason of such compliance even though such order, writ, judgment or other liability in the performance of any of its duties hereunderdecree may be subsequently reversed, modified, annulled, set aside or vacated. (b) 4.1.3 The Escrow Agent shall not be liable for any act taken or omitted under this Escrow Agreement if taken taken, or omitted by it in good faith and without gross negligence or willful misconduct as adjudicated by a court in the exercise of competent jurisdictionreasonable care under the circumstances. The Escrow Agent shall also be fully protected in relying upon any written notice notice, demand, certificate or demand jointly signed by Investor and Sellers’ Representative or a final order of a court of competent jurisdiction or binding arbitration document which it in good faith believes to be genuine. Notwithstanding any other provision of this Escrow Agreement, the Escrow Agent shall not be liable for (i) incidental, punitive, special or consequential damages regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians, (iii) for the investment or reinvestment of any Escrow Property held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction) in the investment or reinvestment of the Escrow Property, or any loss of interest incident to any such delays, or (iv) for an amount in excess of the value of the Escrow Property, valued as of the date of deposit, but only to the extent of direct monetary damages. The Escrow Agent shall be under no duty to afford the Escrow Property any greater degree of care than it gives its own similar property. The Escrow Agent is authorized to act, and shall not be liable for acting, in reliance upon any judgment, order, instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity thereof, the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (c) 4.1.4 The Escrow Agent, and any successor escrow agentEscrow Agent, may resign at any time as the escrow agent Escrow Agent hereunder by giving at least twenty thirty (2030) days’ days written notice to Investor the Company, the Representative and Sellers’ Representativeeach Indemnified Party. Upon the effective date of such resignation and the transfer appointment of the Escrow Property and related records to a successor escrow agentEscrow Agent, the resigning escrow agent Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as the escrow agent hereunder, Escrow Agent hereunder except for liability arising in connection with its gross negligence or willful misconduct prior to such resignation and appointmentmisconduct. Upon their receipt of notice of resignation from the escrow agentEscrow Agent, Investor the Company, the Representative and Sellers’ Representative each Indemnified Party shall use reasonable efforts jointly to designate a successor to the escrow agentEscrow Agent. In the event Investor and Sellers’ Representative such parties do not agree upon a successor escrow agent Escrow Agent within twenty thirty (2030) days after the receipt of such notice, the escrow agent Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Investor the Company, the Representative and Sellers’ Representative each Indemnified Party shall have the right at any time upon not less than ten (10) days’ ' prior written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor escrow agentEscrow Agent, as escrow agent. Upon the effective date of such resignation, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs, and expenses (all as provided for hereunder), or hold such Escrow Property (or any portion thereof) pending distribution, until all such fees, costs and expenses are paid to it. Upon delivery of the Escrow Property to the successor escrow agent or to one of the parties hereto, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder. (d) Escrow Agent shall 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. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank, N.A.” by name or the rights, powers, or duties of the successor Escrow Agent under this shall continue to act as Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of Agent until a successor is appointed and qualified to act as Escrow Agent.

Rights and Responsibilities of the Escrow Agent. Notwithstanding any other provision of this Agreement, in the event a dispute arises with regard to any matter under this Agreement relating to the Escrow Funds, the following provisions shall apply. (a) The duties, responsibilities and obligations of If the Escrow Agent shall be limited receive a written notice from a Purchaser or the Company stating that a disagreement or dispute has arisen between the parties or any other persons resulting in adverse claims and demands being made with respect to those expressly set forth herein and no dutiesthe Escrow Funds (any such event being hereinafter referred to as a “Dispute”), responsibilities whether or obligations not litigation has been instituted, then in any such event, the Escrow Agent shall be inferred continue to hold the Escrow Funds until the Escrow Agent receives either (i) a notice, signed by the party to such Dispute, directing the delivery of the Escrow Funds; or implied(ii) a final non-appealable order of a court of competent jurisdiction, entered in an action, suit or proceeding in which the parties to the Dispute are parties, directing the delivery of the Escrow Funds. In either of such events, the Escrow Agent shall then deliver the Escrow Funds in accordance with such direction. The Escrow Agent shall not be subject to, nor required to comply with, or become liable in any other agreement between or among any or all of the other parties hereto, way or to which any other such person is a party, even though reference thereto may be made herein, or for its refusal to comply with any direction such claims and demands in the event of a Dispute unless and until it has received such direction. Upon compliance with such direction, the Escrow Agent shall be released of and from all liability and obligations hereunder. (b) Except for the Escrow Agent’s gross negligence or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any other party or entity acting on its behalf. willful misconduct, the Escrow Agent shall not be required to expend responsible or risk liable in any of its own funds manner whatsoever for the sufficiency, correctness, genuineness or otherwise incur any financial or other liability in the performance validity of any instrument deposited with it, or any notice or demand given to it or for the form of its duties hereunderexecution of any such instrument, notice or demand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act. (bc) The Escrow Agent shall not have any duties or responsibilities except those expressly set forth in Sections 1(c) and 2 of this Agreement and shall not incur any liability (i) in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine and the Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so; or (ii) in otherwise acting or failing to act under this Agreement except in the case of the Escrow Agent’s gross negligence or willful misconduct. (d) The terms and provisions of this Escrow arrangement shall create no right in any person, firm or corporation other than the parties hereto and their respective successors and assigns and no third party shall have the right to enforce or benefit from the terms hereof. (e) The Escrow Agent shall not be liable for bound by any act taken modification, cancellation or omitted under rescission of this Agreement unless the same is in writing and signed by the Escrow Agreement if taken Agent and the other parties hereto. (f) The parties hereto, jointly and severally, shall indemnify the Escrow Agent from and against any and all losses, claims, damages or omitted liabilities and expenses, including reasonable attorney’s fees, which may be asserted against it or to which it may be exposed or may incur by it in good faith and without reason of its performance hereunder, except to the extent caused by the Escrow Agent’s gross negligence or willful misconduct as adjudicated by a court misconduct. (g) The Company and the Purchasers acknowledge that the Escrow Agent has represented Mainfield Enterprises, Inc. in connection with this Agreement and may continue to represent Mainfield Enterprises, Inc. in connection with the transactions contemplated pursuant to this Agreement, including, without limitation, in the event of competent jurisdictiondisputes arising thereunder. The Escrow Agent shall also be fully protected in relying upon any written notice or demand jointly signed by Investor Company and Sellers’ Representative or a final order of a court of competent jurisdiction or binding arbitration which it in good faith believes to be genuine. Notwithstanding any other provision of this Escrow Agreement, Purchasers expressly agree that the Escrow Agent shall not be liable precluded from or restricted in any manner whatsoever from representing Mainfield Enterprises, Inc. or otherwise acting as attorneys for (i) incidentalMainfield Enterprises, punitive, special or consequential damages regardless of the form of action and whether or not Inc. in any such damages were foreseeable or contemplated, (ii) for the acts or omissions of any nominees, correspondents, designees, agents, subagents or subcustodians, (iii) for the investment or reinvestment of any Escrow Property held by it hereunder, in each case in good faith, in accordance with the terms hereofmatter, including without limitation any liability for any delays (not resulting from its gross negligence court proceeding or willful misconduct as adjudicated by a court of competent jurisdiction) in other matter related to this Agreement or the investment or reinvestment of the Escrow Property, or any loss of interest incident transactions contemplated hereby. The Company and Purchasers hereby irrevocably consent to any such delays, representation and waive any conflict or (iv) for an amount in excess appearance of the value of the Escrow Property, valued as of the date of deposit, but only to the extent of direct monetary damages. The Escrow Agent shall be under no duty to afford the Escrow Property any greater degree of care than it gives its own similar property. The Escrow Agent is authorized to act, and shall not be liable for acting, in reliance upon any judgment, order, instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity thereof, the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (c) The Escrow Agent, and any successor escrow agent, may resign at any time as the escrow agent hereunder by giving at least twenty (20) days’ written notice to Investor and Sellers’ Representative. Upon the effective date of such resignation and the transfer of the Escrow Property and related records to a successor escrow agent, the resigning escrow agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as the escrow agent hereunder, except for liability arising in connection with its gross negligence or willful misconduct prior to such resignation and appointment. Upon their receipt of notice of resignation from the escrow agent, Investor and Sellers’ Representative shall use reasonable efforts jointly to designate a successor to the escrow agent. In the event Investor and Sellers’ Representative do not agree upon a successor escrow agent within twenty (20) days after the receipt of such notice, the escrow agent so resigning may petition any court of competent jurisdiction for the appointment of a successor escrow agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Investor and Sellers’ Representative shall have the right at any time upon not less than ten (10) days’ written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor escrow agent, as escrow agent. Upon the effective date of such resignation, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs, and expenses (all as provided for hereunder), or hold such Escrow Property (or any portion thereof) pending distribution, until all such fees, costs and expenses are paid to it. Upon delivery of the Escrow Property to the successor escrow agent or to one of the parties hereto, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder. (d) Escrow Agent shall 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. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action conflict with respect to any securities or other property deposited hereunder. No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank, N.A.” by name or the rights, powers, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of Escrow Agentthereto.