Common use of Rights of Escrow Agent Clause in Contracts

Rights of Escrow Agent. Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated hereby.

Rights of Escrow Agent. (a) Subject to the terms of this Agreement, Escrow Agent shall be entitled to rely uponmay act in reliance upon any instructions, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgmentnotice, certification, affidavit, demand, noticeconsent, opinionauthorization, instrument receipt, power of attorney or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, by any other party without being required to determine the authenticity of such document, or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof thereof, or the capacityjurisdiction of the court issuing any judgment or order. Escrow Agent may act in reliance upon any signature believed by it to be genuine, entity, or authority and may assume that such person has been properly authorized to do so. (b) Escrow Agent may consult with legal counsel of its selection in the event of any party purporting dispute or question as to sign the meaning or deliver such document. The construction of any of the provisions hereof or its duties of Escrow Agent are only as herein specifically providedhereunder, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability liabilities, and shall be fully protected, in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and acting in good faith in accordance with the advice opinion and instructions of such counsel. Sellers and Buyer, jointly and severally, agree to reimburse Escrow Agent on demand for such reasonable legal fees, disbursements and expenses. Sellers and Buyer agree that Sellers, jointly and severally on the one hand, and Buyer, on the other hand, shall each be liable for one-half of any such legal fees, disbursements and expenses required to be paid to Escrow Agent hereunder. (c) Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives its own similar property. (d) Escrow Agent shall invest the property held in escrow in such a manner as directed herein, which may include deposits in Citibank and mutual funds advised, serviced or made, available by Citibank or its affiliates even though Citibank or its affiliates may receive a benefit or profit therefrom. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT NON-DEPOSIT INVESTMENT PRODUCTS ARE NOT OBLIGATIONS OF, OR GUARANTEED, BY CITIBANK/CITICORP OR ANY OF ITS AFFILIATES; ARE NOT FDIC INSURED; AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. ONLY DEPOSITS IN THE UNITED STATES ARE SUBJECT TO FDIC INSURANCE. (e) In the event of any disagreement between/among any of the parties to this agreement, or between/among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the Escrow, or in the event that Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and Escrow Agent shall be bound entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by any modificationa court of competent jurisdiction, cancellation or rescission (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of this Agreement unless the interested persons, and Escrow Agent shall have been notified thereof in writing and signed by all such persons. In the event any such disagreement or doubt remains unresolved, Escrow AgentAgent shall have the option, after thirty (30) days' notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of Escrow Agent under this paragraph are cumulative of all other rights which it may have by law or otherwise. (f) All Earnings accrued on the Indemnity Fund hereunder shall be for the account of PenOp UK. PenOp UK shall provide to Escrow Agent an appropriate W-9 form for tax for identification number certification or a W-8 form for non-resident alien certification. Escrow Agent shall be responsible only for income reporting to the "reporting party" Internal Revenue Service with respect to income earned on the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B escrowed property. (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts Subject to the appropriate taxing authority. The parties to terms of this Agreement, in the event funds transfer instructions are given (other than in writing at the Escrow Agenttime of execution of this Agreement), shall provide the whether in writing, by telecopier or otherwise, Escrow Agent with all information necessary is authorized to enable Escrow Agent seek confirmation of such instructions by telephone call back to comply with the foregoing. person or persons designated in Attachment B annexed hereto, and Escrow Agent may withdraw from rely upon the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required confirmations of anyone purporting to be paidthe person or persons so designated. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing To assure accuracy of the disposition of such documents and funds or in-kind documents and funds in the absence of such authorizationinstructions it receives, Escrow Agent may hold record such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and fundscall backs. If Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may requirebe changed only in writing actually received and acknowledged by Escrow Agent. The parties agree to notify Escrow Agent of any errors, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, delays or other problems within thirty (30) days after receipt receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a result of Escrow Agent's error, Escrow Agent's sole obligation is to pay or refund such amounts as may be required by applicable law. In no event shall Escrow Agent of notice of be responsible for any such dispute and diligently continued, incidental or if the Escrow Agent is uncertain as to which party consequential damages or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur expenses in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of instruction. Any claim for interest payable will be at Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) 's published savings account rate in writingeffect in New York, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyNew York.

Rights of Escrow Agent. In addition to its other rights contained elsewhere in this Agreement, the Escrow Agent shall have the following rights under this Agreement: (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and shall not be entitled required to rely upontake any other action with respect to any other matter which might arise in connection with this Agreement or the Escrow Fund in carrying out its duties hereunder. The Escrow Agent is not responsible in any manner for the sufficiency, correctness, genuineness or validity of any of the documents, certificates, instruments or notices deposited with the Escrow Agent pursuant to this Agreement or for the form or execution thereof, or for the identity or authority of any person executing or depositing the same. (b) The Escrow Agent may rely, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting refraining from acting, upon any written notice, instruction, certificates or request furnished to act pursuant toit hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties; provided, however, that, as set forth below, any instructionmodification to this Agreement shall be signed by all of the parties hereto. Sellers and Buyer shall indemnify the Escrow Agent, orderas well as its agents and representatives, judgmentagainst and in respect of any and all direct or indirect damages, certificationclaims, affidavitlosses, demandliabilities and expenses (including without limitation, attorneys’ fees) incurred by the Escrow Agent which may arise out of or result from any false or incorrect notice, opinion, instrument certificate or other writing communication delivered pursuant to it which this Agreement by such party. (c) In the event of any disagreement or controversy arising under this Agreement or if conflicting demands or notices are made upon the Escrow Agent growing out of or relating to this Agreement or in the event the Escrow Agent in good faith believes is in doubt as to be genuine, without being required to determine the authenticity of such documentwhat action it should take hereunder, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall have the right, at its election, to (i) withhold and cease all further proceedings under, and performance of, this Agreement, and of all instructions received hereunder, and resign as Escrow Agent effective upon the appointment of a successor Escrow Agent by Sellers and Buyer (as contemplated by Section 4(e) below), or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring all parties involved to interplead and litigate in such court their claims and rights among themselves and with the Escrow Agent. The foregoing remedies shall be implied from the terms of this Agreement or in addition to any other remedies available to the Escrow Agent provided by law. Should any suit or legal proceeding be instituted growing out of or related to this Agreement. , whether such suit be initiated by the Escrow Agent or others, the Escrow Agent shall incur no have the right, at its option, to cease all further proceedings under, and performance of, this Agreement, and of all instructions received hereunder until all differences and doubts have been resolved by agreement or until the rights of all parties shall have been fully and finally adjudicated. (d) Sellers and Buyer hereby jointly and severally agree to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense (including, without limitation, attorneys’ fees) incurred by it without negligence or bad faith on its part arising out of or in connection with its entering into this Agreement and the discharge carrying out of its obligations under this Agreement duties hereunder, including the costs and expenses of defending itself against any claim of liability hereunder or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. The Escrow Agent may consult with counsel of its own choice as to any matters arising hereunder, and shall not be liable have full and complete authorization and protection for any action taken or omitted to be taken suffered by Escrow Agent reasonably and it hereunder in good faith and in accordance with the advice opinion of such counsel. . (e) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice of such resignation to Sellers and Buyer, specifying the date upon which such resignation shall not take effect, which shall be at least thirty (30) days after the date of such notice. Sellers and Buyer, acting joint, shall have the right to terminate the appointment of the Escrow Agent hereunder by giving to it notice of such termination specifying the date upon which such termination shall take effect, which shall be at least thirty (30) days after the date of such notice. In either such event, Sellers and Buyer hereby agree to mutually designate a successor Escrow Agent, and the parties hereto agree that, upon demand of such successor Escrow Agent, all property in the Escrow Fund shall be turned over and delivered to such successor Escrow Agent, which shall, thereupon, be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any all of the foregoingprovisions hereof. Escrow Agent shall comply with In the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide event the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in does not receive notice of person or entity which has been designated as successor escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, agent within thirty (30) days after receipt by the Escrow Agent of notice of any such dispute and diligently continuedAgent’s resignation or termination hereunder, or if the Escrow Agent is uncertain as shall have no further duties or obligations hereunder, and may (but shall in no event be required), at its option and election, (i) tender the Escrow Fund to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far for disposition in such manner as such court shall determine, (ii) petition any court of competent jurisdiction for the disposition appointment of a successor escrow agent or for such other relief or action as may effectuate the documents and/or fundsEscrow Agent’s resignation and termination of its rights, duties and obligations hereunder, or (iiiii) deposit take any other action it deems appropriate to terminate its rights, duties and obligations hereunder. Sellers and Buyer shall jointly and severally indemnify the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent it harmless against and with respect toagainst, any and all losslosses, liabilitycosts, damage liabilities, damages or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur expenses incurred by it in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. resignation as Escrow Agent or its termination in such capacity and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation transfer and delivery of the documents and funds as provided in this paragraph, Escrow Funds to any successor escrow agent. (f) Sellers hereby agree to pay the Escrow Agent shall be discharged ofreasonable compensation for its services hereunder and to reimburse the Escrow Agent for all expenses, disbursements and from, any and all further obligations arising advances (including reasonable attorneys’ fees) incurred or made by it in connection with its joining this Agreement and with the escrow contemplated by this Agreementcarrying out of its duties hereunder. None of the Escrow Fund can be used to pay compensation to the Escrow Agent shall not have or to reimburse it for its expenses. The Escrow Agent shall, within twenty (20) days of the right to represent any party hereto in any dispute between end of each month during the parties hereto with respect to any escrowed documents or funds. Nothing in term of this Agreement, express provide Sellers an itemized monthly statement of the Escrow Agent’s fees and expense for the applicable month. (a) If any property or impliedsums held hereunder is at any time attached, garnished or levied upon under any court order or by federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall give be stated or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is authorized to anyonerely upon and comply with any such order, other than writ, levy, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if it complies with any such order, writ, levy, judgment or decree, it shall not be liable to any of the parties hereto and their respective permitted successor and assigns, any benefithereto, or any legal other person, firm or equitable rightcorporation, remedy by reason of such compliance even though such order, writ, levy, judgment or claimdecree may be subsequently reversed, under modified, annulled, set aside or in respect vacated. Without waiving any of this Agreement its rights hereunder, the Escrow Agent shall, at the time of service, notify Sellers and Buyer that it has been served with such order, writ, levy, judgment or the escrow contemplated herebydecree. (b) BUYER ACKNOWLEDGES THAT THE ESCROW AGENT HAS ACTED AND PRESENTLY ACTS AS LEGAL COUNSEL FOR SELLERS, CONSENTS TO THE ESCROW AGENT ACTING AS ESCROW AGENT HEREUNDER, AND EXPRESSLY WAIVES ANY POTENTIAL CONFLICT OF INTEREST ARISING FROM THE ESCROW AGENT SERVING SIMULTANEOUSLY AS ESCROW AGENT AND AS LEGAL COUNSEL TO SELLERS.

Rights of Escrow Agent. Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage (a) If conflicting demands are made or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of notices serviced upon Escrow Agent with respect to any and all mattersthis Agreement, pertinent to the escrow contemplated hereunder and no additional obligations of parties hereto expressly agree that Escrow Agent shall be implied have the absolute right at its election to do any of the following: (i) withhold and stop all further proceedings in, and performance of this Agreement; (ii) file a suit in interpleader in order to obtain an order from the terms of this Agreement or any other Agreement. court requiring the parties to interplead and litigate in such court their several claims and rights amongst themselves; or (iii) deliver all Escrowed Materials with seals intact to another location to be selected by Developer subject to TxDOT approval within 30 days after Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. delivers notice thereof to TxDOT and Developer. (b) Escrow Agent shall not be liable for may act in reliance upon any action taken instruction, instrument, or omitted to be taken signature reasonably believed by Escrow Agent reasonably and in good faith in accordance with the advice of counselto be genuine. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" Except with respect to a Contrary Instruction that lacks the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any representation set forth in Section 7(d) of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from assume that any employee of a party to this Agreement who gives any written notice, request or instruction has the funds held in escrow any amounts necessary authority to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paiddo so. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make inquire into the truth or evaluate the merit of any delivery, but statement or representation contained in such receipt by Escrow Agent may hold such documents and funds until parties which have, any notice or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and fundsdocument. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings responsible for failure to act as a result of any kind. Seller causes beyond the reasonable control of Escrow Agent. (c) Developer and Purchaser each other Depositor agree to reimburse indemnify, defend and hold harmless Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, from any and all lossclaims, liabilityactions, damage or expense ( includingdamages, without limitationarbitration fees and expenses, costs, attorney's fees and costsother liabilities (“Liabilities”) that incurred by Escrow Agent may suffer or incur relating in connection with the entering into any way to this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from Liabilities are finally determined to have been primarily caused by the gross negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery breach of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. The obligations of the parties set forth in this Section 8(c) shall survive the resignation or removal of the Escrow Agent shall not have or the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in termination of this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated hereby.

Rights of Escrow Agent. Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent : (a) shall not be liable for any act or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall the Escrow Agent be liable to the Issuer or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action taken arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between the Escrow Agent and the Issuer and the Escrow Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement other than this Escrow Agreement; (c) shall not be obligated to take any action hereunder which might in the Escrow Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (d) may conclusively rely on and shall be protected in acting or refraining from acting upon any certificate, instrument, opinion, notice, letter, or other document or security delivered to it and believed by it to be genuine and to have been signed or presented by the proper person or persons; (e) may conclusively rely on and shall be protected in acting or refraining from acting upon written or oral instructions from the Issuer; (f) may consult with counsel of its selection, including its in-house counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Issuer provided to the Escrow Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Escrow Agent reasonably and in good faith hereunder in accordance with the advice or opinion of such counsel. ; and (g) may perform any duties hereunder either directly or by or through agents and attorneys and the Escrow Agent shall not be bound by responsible for any modification, cancellation misconduct or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be negligence on the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment part of any tax. Interest agent or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent attorney appointed with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held due care by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyhereunder.

Rights of Escrow Agent. Upon receipt of the Exxxxxx Money, Escrow Agent shall be entitled promptly deposit the same into a government insured interest-bearing escrow account with such bank as Escrow Agent may select subject to rely uponPurchaser's and Seller's reasonable approval (the "Depository"). The parties hereby acknowledge and agree that Escrow Agent shall have the right to disburse the Exxxxxx Money to Purchaser or Seller upon ten (10) days' written notice to the parties, but only if Escrow Agent shall not have received any written objections to such disbursement within ten (10) days after receipt by Purchaser and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, Seller of said notice, opinion, instrument or other writing delivered to it which . The parties hereto hereby acknowledge that the Escrow Agent shall have no liability to any party on account of its failure to disburse the Exxxxxx Money and any interest thereon in good faith believes the event of an unresolved dispute as to be genuine, without being required which party is entitled to determine receive the authenticity of such document, same. In the correctness event of any fact stated thereindispute as to who is entitled to receive the Exxxxxx Money and any interest thereon, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from have the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability right, at its sole election, either to retain the funds and disburse them in connection accordance with the discharge final order of its obligations under this Agreement a court of competent jurisdiction or otherwise in connection therewithto deposit the Exxxxxx Money and any interest thereon with said court, except pending a final decision of such liability as may arise from the negligence or willful misconduct of Escrow Agentcontroversy. The parties hereto further agree that Escrow Agent shall not be liable for any action taken failure of the Depository and shall only be liable otherwise in the event of its negligence or omitted willful misconduct. Escrow Agent's fee for serving in such capacity and Escrow Agent's out-of-pocket expenses shall be paid 50% by Seller and 50% by Purchaser. All interest earned on the Exxxxxx Money shall accrue to the benefit of Purchaser, but shall be taken by Escrow Agent reasonably and in good faith credited, delivered or otherwise disbursed together with the Exxxxxx Money in accordance with the advice terms and conditions of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyPurchaser's taxpayer identification number is 50-0000000.

Rights of Escrow Agent. Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent If there is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether the Escrow Agent is obligated to deliver any escrowed monies and/or documents which it now or funds hereafter holds, including, without limitation, the Deposits (collectively, the "Escrowed Property" or as to ----------------- whom any escrowed documents or funds Escrowed Property are to be delivered, the Escrow Agent shall not be required obligated to make any delivery, but but, in such event, may hold same until receipt by the Escrow Agent may hold such documents and funds until of an authorization, in writing, signed by all of the parties which have, or claim to have, having an interest therein, in such dispute directing the disposition of such documents and funds or in-kind documents and funds same; or, in the absence of such authorization, the Escrow Agent may hold such documents and funds any Escrowed Property until the final determination of the rights of the parties in an appropriate proceeding. Within three (3) Business Days after receipt by the Escrow Agent of certified a copy of a final judgment or order of a court of competent jurisdiction providing for jurisdiction, certified by the disposition clerk of such documents court or other appropriate official, the Escrowed Property shall be delivered as set forth in such judgment or order. A judgment or order under this Agreement shall not be deemed to be final until the time within which to take an appeal therefrom has expired and funds. Escrow Agent no appeal has been taken, or until the entry of a judgment or order from which no appeal may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructionsbe taken. If such written instructions and indemnification are authorization is not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any given or proceeding for such dispute determination is not begun and diligently continued, or if the Escrow Agent is uncertain as shall have the right to which party bring an appropriate action or parties are entitled proceeding for leave to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds Escrowed Property in court, pending such determination. In the event that the Escrow Agent places any Escrowed Property in the registry of a the governing court in and for the County of Xxx, Ft. Xxxxx, Florida, and files an action of, interpleader, naming the foregoingparties hereto, the Escrow Agent mayshall be released and relieved from any and all further obligation and liability hereunder or in connection herewith. If, but without gross negligence on the part of Escrow Agent, the Escrow Agent shall not be required tobecome a party to any controversy or litigation with respect to the Escrowed Property or any other matter respecting this Agreement, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, shall jointly and to indemnify and severally hold Escrow Agent harmless against and with respect to, from any and all loss, liability, damage damages or expense ( including, without limitation, attorney's fees and costs) that losses incurred by Escrow Agent may suffer by reason of or incur in connection with such controversy or litigation. The provisions of this Section 35 shall survive the entering into this Agreement and performance Closing or termination of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated hereby.

Rights of Escrow Agent. In addition to his other rights contained elsewhere in this Agreement, the Escrow Agent shall have the following rights under this Agreement: (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and shall not be entitled required to rely uponrefer to the Merger Agreement or take any other action with respect to any other matter which might arise in connection with the Escrow Fund in carrying out his duties hereunder. The Escrow Agent has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of Huron, and in this regard, the Escrow Agent has no responsibility whatsoever to insure that monies paid from the Escrow Funds are properly applied by the recipient. The Escrow Agent is not responsible in any manner for the sufficiency, correctness, genuineness or validity of any of the documents, certificates, instruments or notices deposited with the Escrow Agent pursuant to this Agreement or for the form or execution thereof, or for the identity or authority of any person executing or depositing the same. (b) The Escrow Agent may rely, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting refraining from acting, upon any written notice, instruction, certificates or request furnished to act pursuant tohim hereunder and believed by him to be genuine and to have been signed or presented by the proper party or parties; provided, however, that, as set forth below, any instructionmodification to this Agreement shall be signed by all of the parties hereto. Huron and Xxxx shall indemnify the Escrow Agent against and in respect of any and all direct or indirect damages, orderclaims, judgmentlosses, certificationliabilities and expenses (including without limitation, affidavit, demand, attorneys’ fees) incurred by the Escrow Agent which may arise out of or result from any false or incorrect notice, opinion, instrument certificate or other writing communication delivered pursuant to it which this Agreement by such party. (c) In the event of any disagreement or controversy arising under this Agreement or if conflicting demands or notices are made upon the Escrow Agent growing out of or relating to this Agreement or in the event the Escrow Agent in good faith believes is in doubt as to be genuine, without being required to determine the authenticity of such documentwhat action he should take hereunder, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall have the right, at his election, to (i) withhold and cease all further proceedings under, and performance of, this Agreement, and of all instructions received hereunder, and resign as Escrow Agent effective upon the appointment of a successor Escrow Agent by Huron and Xxxx (as contemplated by Section 3(e) below), or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring all parties involved to interplead and litigate in such court their claims and rights among themselves and with the Escrow Agent. The foregoing remedies shall be implied from the terms of this Agreement or in addition to any other remedies available to the Escrow Agent provided by law. Should any suit or legal proceeding be instituted growing out of or related to this Agreement. , whether such suit be initiated by the Escrow Agent or others, the Escrow Agent shall incur no have the right, at his option, to cease all further proceedings under, and performance of, this Agreement, and of all instructions received hereunder until all differences and doubts have been resolved by agreement or until the rights of all parties shall have been fully and finally adjudicated. (d) Huron and Xxxx hereby agree to indemnify the Escrow Agent for, and to hold him harmless against, any loss, liability or expense (including, without limitation, attorneys’ fees) incurred by him without negligence or bad faith on his part arising out of or in connection with the discharge of its obligations under his entering into this Agreement and the carrying out of his duties hereunder, including the costs and expenses of defending itself against any claim of liability hereunder or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. The Escrow Agent may consult with counsel of his own choice as to any matters arising hereunder, and shall not be liable have full and complete authorization and protection for any action taken or omitted to be taken suffered by Escrow Agent reasonably and him hereunder in good faith and in accordance with the advice opinion of such counsel. (e) The Escrow Agent may resign and be discharged from his duties or obligations hereunder by giving notice of such resignation to Huron and Xxxx, specifying the date upon which such resignation shall take effect, which shall be at least 30 days after the date of such notice. Huron and Xxxx, together, shall have the right to terminate the appointment of the Escrow Agent hereunder by giving to him notice of such termination specifying the date upon which such termination shall take effect, which shall be at least 30 days after the date of such notice. In either such event, Huron and Xxxx hereby agree to mutually designate a successor Escrow Agent, and the parties hereto agree that, upon demand of such successor Escrow Agent, all property in the Escrow Fund shall be turned over and delivered to such successor Escrow Agent, which shall, thereupon, be bound by all of the provisions hereof. In the event the Escrow Agent does not receive notice of person or entity which has been designated as successor escrow agent within 30 days after the Escrow Agent’s resignation or termination hereunder, the Escrow Agent shall not be bound by any modification, cancellation have no further duties or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amendedobligations hereunder, and any regulations promulgated thereunder. Such authority may (but shall includein no event be required), without limitationat his option and election, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than tender the Escrow Agent, shall provide the Escrow Agent with all information necessary Funds to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for disposition in such manner as such court shall determine, (ii) petition any court of competent jurisdiction for the disposition appointment of a successor escrow agent or for such documents other relief or action as may effectuate the Escrow Agent’s resignation and fundstermination of his rights, duties and obligations hereunder, or (iii) take any other action he deems appropriate to terminate his rights, duties and obligations hereunder. Huron and Xxxx shall indemnify the Escrow Agent may requirefor, and hold him harmless against, all losses, costs, liabilities, damages or expenses incurred by him in connection with his resignation as a condition Escrow Agent or his termination in such capacity and his transfer and delivery of the Escrow Funds to any successor escrow agent. (f) Huron hereby agrees to reimburse the disposition Escrow Agent for all expenses, disbursements and advances (including reasonable attorneys’ fees) incurred or made by him in connection with his joining this Agreement and with the carrying out of such documents and/or funds, pursuant to written instructionshis duties hereunder. If such written instructions and indemnification are not commencedany property or sums held hereunder is at any time attached, within thirty (30) days after receipt garnished or levied upon under any court order or by Escrow Agent of notice federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such dispute and diligently continuedproperty shall be stated or enjoined by any court order, or if in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is uncertain as authorized to rely upon and comply with any such order, writ, levy, judgment or decree which party he is advised by legal counsel of his own choosing is binding upon him; and if he complies with any such order, writ, levy, judgment or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or fundsdecree, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but he shall not be required to, institute legal proceedings liable to any of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefithereto, or any legal other person, firm or equitable rightcorporation, remedy by reason of such compliance even though such order, writ, levy, judgment or claimdecree may be subsequently reversed, under modified, annulled, set aside or in respect vacated. Without waiving any of this Agreement his rights hereunder, the Escrow Agent shall, at the time of service, notify Huron and Xxxx that he has been served with such order, writ, levy, judgment or the escrow contemplated herebydecree.

Rights of Escrow Agent. In the event that the Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from either Purchaser or Seller which is in conflict with instructions or a notice from the other or which, in the reasonable opinion of the Escrow Agent, conflicts with the provisions of this Agreement, it shall be entitled to rely upon, take any of the following courses of action: a. Hold the Escrowed Shares and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting decline to act pursuant to, take any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which further action until the Escrow Agent receives joint written instructions from the disputing parties or an order of a court of competent jurisdiction directing it to continue to hold or to deliver the same, in good faith believes which case the Escrow Agent shall then continue to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign hold or deliver the Escrowed Shares, as the case may be, in accordance with such document. The duties direction; b. In the event of Escrow Agent are only as herein specifically provided, litigation between Purchaser and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent Seller with respect to any and all mattersthe subject matter of the Asset Purchase Agreement or the Transferred Assets, pertinent the Escrow Agent may deliver the Escrowed Shares to the escrow contemplated hereunder clerk of any court in which such litigation is pending; c. The Escrow Agent may deliver the Escrowed Shares to a court of competent jurisdiction and no additional obligations therein commence an action for interpleader, the cost thereof to the Escrow Agent to be borne by whichever of Purchaser or Seller does not prevail in the litigation. d. The Escrow Agent shall be implied from not receive any fee for acting as the terms of this Agreement or any other Agreementescrow agent. Escrow Agent shall incur no liability in connection with In addition, the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted in good faith and believed by it to be taken authorized or within the rights or powers conferred upon it by this Agreement and may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other document believed by it to be genuine and to have been made, sent, signed or presented by the proper party or parties. e. Purchaser and Seller shall jointly and severally indemnify and hold harmless the Escrow Agent reasonably and against any loss, liability or expense (including legal fees) incurred in good faith in accordance with the advice performance of counsel. Escrow Agent shall not be bound by its services hereunder including the cost and expense of defending itself against any modification, cancellation claim or rescission of this Agreement unless in writing liability. f. Purchaser and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide Seller acknowledge that the Escrow Agent with all information necessary has acted as counsel to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Asset Purchase Agreement and performance of its obligations under this Agreement other agreements and performance of its obligations under this Agreement or otherwise documents being executed in connection therewith. Purchaser and Seller agree that in the event of any disputes thereunder, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it continue to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged ofrepresent Seller, and from, Purchaser and Seller hereby waive any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect claim of this Agreement or the escrow contemplated herebyconflict of interest which they may otherwise have.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon, upon (and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for so acting and relying upon) any action taken resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or omitted other paper or document purported to be taken by Escrow Agent reasonably delivered pursuant to this Agreement and in good faith in accordance with the advice of counsel. Escrow Agent shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any modification, cancellation notice or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect direction to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on contrary by any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, person other than the Escrow Agent, shall provide the Escrow Agent with all information necessary a person entitled to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes give such notice; (plus interest and penalties thereonb) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, The Escrow Agent shall not be required to make any delivery, determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in such receipt by accordance with the terms hereof; (c) The Escrow Agent may hold such documents shall have no duties except those which are expressly set forth herein. It is understood and funds until parties which haveagreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, or claim to havefor any act done or step taken or omitted by it in good faith, an interest thereinor for any mistake of fact or law, directing or for anything it may do or refrain from doing in connection herewith. The Issuer and the disposition of such documents and funds or in-kind documents and funds in Securityholders shall not hold the absence of such authorization, Escrow Agent may hold liable for any loss or injury to them; (d) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and the Issuer and the Securityholders hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the Escrow Agent’s delivery of the Escrowed Shares (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrowed Shares (or such documents and funds until receipt of certified copy part that is delivered); (f) The Escrow Agent shall not be bound by any notice of a final judgment claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Issuer and the Securityholders and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty jurisdiction; and (30j) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the The Escrow Agent is uncertain as to which not a party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand foris not bound by, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Purchase Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Issuer and the Securityholders, other than the performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express notwithstanding any reference herein to such other transactions or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyagreements.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon, upon (and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for so acting and relying upon) any action taken resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or omitted to be taken other paper or document delivered by Escrow Agent reasonably and in good faith in accordance with the advice or on behalf of counsel. Escrow Agent shall not be bound by any modification, cancellation DWAC or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties ARC pursuant to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes ; (plus interest and penalties thereonb) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, The Escrow Agent shall not be required to make any delivery, determination or decision with respect to the validity of any claim made by DWAC or ARC or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in such receipt by accordance with the terms hereof; (c) The Escrow Agent may hold such documents shall have no duties except those which are expressly set forth herein. It is understood and funds until parties which haveagreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, or claim 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 it may do or refrain from doing in connection herewith. Subject to havethe final sentence of Section 8(a), an interest therein, directing neither ARC nor DWAC shall hold the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents liable for any loss or injury to it; (d) Except for failure to comply with the terms of this Agreement and funds until receipt subject to the final sentence of certified copy Section 8(a), the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and each of DWAC and ARC hereby releases the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the release of the Disputed Shares in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to DWAC and ARC and to any other person with respect to the Disputed Shares; (f) The Escrow Agent shall not be bound by any notice of a final judgment claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by DWAC AND ARC and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging and/or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from the Court of Chancery with respect to its duties and obligations hereunder; and (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated hereby.

Rights of Escrow Agent. (a) Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, identity or authority of any party purporting to sign or deliver such document. . (b) The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, matters pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the gross negligence or willful misconduct of Escrow Agent. . (c) Escrow Agent may consult with counsel of its choice and shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of such counsel. . (d) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. . (e) Escrow Agent shall be the "have no tax reporting party" duties with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing, such duties being the responsibility of the party or parties which receive, or have the right to receive, any taxable income hereunder. Notwithstanding the foregoing, Escrow Agent shall has the authority to comply with the provisions of Section 468B (g468B(g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest , interests or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over of such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Exhibit (10)(p) (f) Escrow Agent is acting as a stakeholder only with respect to all the total documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by event Escrow Agent may hold such documents and funds until receipt by Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in funds. In the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions, an indemnification in form and substance satisfactory to Escrow Agent, from each party providing such instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds, Escrow Agent may either (i) hold the escrowed documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far for the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. . (g) Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( (including, without limitation, attorney's attorneys' fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the gross negligence or willful misconduct of Escrow Agent. (h) In the event that Escrow Agent does deposit the documents and funds in the registry of a court of competent jurisdiction as contemplated in subsection (f) hereof, all costs, expenses and attorneys' fees associated with any such action may be deducted by Escrow Agent from the funds so deposited into the registry prior to depositing the same with the court. Upon notifying Seller and Purchaser of such course of action, all liability on the part of Escrow Agent shall fully terminate. (i) Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in Exhibit (10)(p) writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraphsubsection, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. . (j) Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor successors and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated hereby.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon, upon (and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for so acting and relying upon) any action taken resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or omitted other paper or document purported to be taken by Escrow Agent reasonably delivered pursuant to this Agreement and in good faith in accordance with the advice of counsel. Escrow Agent shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any modification, cancellation notice or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect direction to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on contrary by any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, person other than the Escrow Agent, shall provide the Escrow Agent with all information necessary a person entitled to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes give such notice; (plus interest and penalties thereonb) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, The Escrow Agent shall not be required to make any delivery, determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in such receipt by accordance with the terms hereof; (c) The Escrow Agent may hold such documents shall have no duties except those which are expressly set forth herein. It is understood and funds until parties which haveagreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, or claim to havefor any act done or step taken or omitted by it in good faith, an interest thereinor for any mistake of fact or law, directing or for anything it may do or refrain from doing in connection herewith. Purchaser and THC shall not hold the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold liable for any loss or injury to them; (d) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and Purchaser and THC hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the Escrow Agent’s delivery of the Escrow Shares (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrow Shares (or such documents and funds until receipt of certified copy part that is delivered); (f) The Escrow Agent shall not be bound by any notice of a final judgment claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by Purchaser and THC and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty jurisdiction; and (30j) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the The Escrow Agent is uncertain as to which not a party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings and is not bound by, the APA and shall not, by reason of signing this Agreement, assume any kind. Seller responsibility or liability for any transaction or agreement between Purchaser and Purchaser agree to reimburse Escrow Agent on demand forTHC, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with other than the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express notwithstanding any reference herein to such other transactions or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyagreements.

Rights of Escrow Agent. (a) The Escrow Agent shall neither be entitled to rely uponresponsible for or under, nor chargeable with knowledge of, the terms and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, conditions of any instruction, order, judgment, certification, affidavit, demand, notice, opinionother agreement, instrument or document executed between/among the parties hereto other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in naturethan Citibank. This Agreement sets forth all of the obligations of the Escrow Agent with respect to any and all mattersAgent, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement agreement, instrument or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B document. (gb) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held act in escrow reliance upon any amounts necessary instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are it by any other party without being required to be paiddetermine the authenticity or validity thereof or 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 is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by The Escrow Agent may hold such documents act in reliance upon any signature believed by it to be genuine. (c) Cingular and funds until parties which haveBCG, or claim to havejointly and severally, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse the Escrow Agent on demand for, and to indemnify and hold the Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( (including, but without limitation, attorney's fees attorneys’ fees, costs and costsdisbursements) that the Escrow Agent may suffer or incur in connection with the entering into this Agreement and its performance of its obligations under this Agreement and performance of its obligations under this Agreement hereunder or otherwise in connection therewithherewith (collectively, a “Loss”), except to the extent such loss, liability, damage or expense Loss arises from a breach by the negligence Escrow Agent of the terms of this Agreement or from its willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. The Escrow AgentAgent shall have the further right at any time and from time to time to charge, and reimburse itself from, the property held in escrow hereunder with respect to any Loss for which it is entitled to reimbursement under this Agreement. Notwithstanding the foregoing provisions of this subsection, (i) BCG shall not be obligated to reimburse the Escrow Agent for any Loss arising out of a claim or suit brought by or on behalf of Cingular, and (ii) Cingular shall not be obligated to reimburse the Escrow Agent for any Loss arising out of a claim or suit brought by or on behalf of BCG. If BCG (including any party asserting rights on behalf of BCG) asserts any claim or brings any suit against the Escrow Agent and the Escrow Agent is the prevailing party, then BCG shall reimburse the Escrow Agent upon demand for any successor fees, costs or expenses incurred by the Escrow Agent in defending against such claim or suit. If Cingular (including any party asserting rights on behalf of Cingular) asserts any claim or brings any suit against the Escrow Agent and the Escrow Agent is the prevailing party, then Cingular shall reimburse the Escrow Agent upon demand for any fees, costs or expenses incurred by the Escrow Agent in defending against such claim or suit. (d) The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinions and instructions of such counsel. Cingular and BCG, jointly and severally, agree to reimburse the Escrow Agent on demand for such reasonable legal fees, disbursements and expenses and, in addition, the Escrow Agent shall have the right to reimburse itself for such reasonable fees, disbursements and expenses from the property held in escrow agent may hereunder. (e) The Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives to similar property delivered to the Escrow Agent by any other depositor or investor of the Escrow Agent. (f) In the event of any disagreement between/among any of the parties to this Agreement, or between/among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter hereof, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any time resign claims or demands on it, or refuse to take any other action hereunder, so long as such by delivering disagreement continues or such doubt exists, and in any such event, the documents Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and funds held by it the Escrow Agent shall be entitled to either continue so to refrain from acting until (i) any successor escrow agent designated the rights of all parties shall have been fully and finally adjudicated by all the parties hereto (other than Escrow Agent) in writinga court of competent jurisdiction, or (ii) any court having competent jurisdiction. Upon its resignation all differences shall have been adjusted and delivery all doubt resolved by agreement among all of the documents interested persons, and funds as provided in this paragraph, the Escrow Agent shall be discharged of, and from, any and have been notified thereof in writing signed by all further obligations arising in connection with the escrow contemplated by this Agreementsuch persons. The Escrow Agent shall not have the right option, after 30 calendar days’ notice to represent any party hereto the other parties of its intention to do so, to file an action in any dispute between interpleader requiring the parties hereto with respect to answer and litigate any escrowed documents claims and rights among themselves. The rights of the Escrow Agent under this paragraph are cumulative of all other rights which it may have by law or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyotherwise.

Rights of Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement and the Merger Agreement. The Escrow Agent shall be entitled to rely upon, retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligence, wilful misconduct or failure to have acted in good faith. The Escrow Agent shall not be fully required to defend any legal proceedings which may be instituted against it (other than legal proceedings based upon the alleged gross negligence or wilful misconduct of the Escrow Agent or its failure to have acted in good faith) with respect to the subject matter of this Agreement unless requested to do so by a party to this Agreement, in which case the Escrow Agent shall be indemnified against the cost and expense of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in this Agreement. The Escrow Agent shall be protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, upon any instruction, order, judgment, certification, affidavit, demand, written notice, opinionrequest, instrument waiver, consent, certificate, receipt, authorization, power of attorney or other writing delivered to it paper or document which the Escrow Agent in good faith believes to be genuine, without being required genuine and what it purports to determine be. In the authenticity event conflicting demands for payment of such documentthe Escrow Account are made or conflicting notices are served on Escrow Agent which remain unresolved, the correctness of any fact stated thereinparties hereto expressly agree and consent that Escrow Agent may file, at the propriety expense of the service thereof or parties, an interpleader action in a Court of competent jurisdiction in the capacity, entity, or authority State of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, Delaware and are purely ministerial in nature. This Agreement sets forth all so notify the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreementparties hereto. Escrow Agent shall incur no liability in connection with then promptly file the discharge interpleader action and place the portion of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as Account to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds conflicting notices relate in the registry of a court said Court. Upon the filing of the foregoinginterpleader action and the tender of into the registry of said Court, Escrow Agent mayshall, but shall not ipso facto, be required to, institute legal proceedings of any kind. Seller fully released and Purchaser agree to reimburse Escrow Agent discharged from all obligations imposed on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur it in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to which the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery tendered portion of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyAccount relates.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon, upon (and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for so acting and relying upon) any action taken resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or omitted to be taken other paper or document delivered by Escrow Agent reasonably and in good faith in accordance with the advice or on behalf of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties DWAC pursuant to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes ; (plus interest and penalties thereonb) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, The Escrow Agent shall not be required to make any delivery, determination or decision with respect to the validity of any claim made by DWAC or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in such receipt by accordance with the terms hereof; (c) The Escrow Agent may hold such documents shall have no duties except those which are expressly set forth herein. It is understood and funds until parties which haveagreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, or claim 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 it may do or refrain from doing in connection herewith. Subject to havethe final sentence of Section 8(a), an interest therein, directing DWAC shall not hold the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents liable for any loss or injury to it; (d) Except for failure to comply with the terms of this Agreement and funds until receipt subject to the final sentence of certified copy Section 8(a), the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and DWAC hereby releases the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the release of the Disputed Shares in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to DWAC and to any other person with respect to the Disputed Shares; (f) The Escrow Agent shall not be bound by any notice of a final judgment claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by DWAC and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging and/or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from the Court of Chancery with respect to its duties and obligations hereunder; and (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated hereby.

Rights of Escrow Agent. a. The Company agrees to pay the regular fees of Escrow Agent, as stated on the attached fee schedule, as well as any reasonable fees for extraordinary services performed by Escrow Agent pursuant to this Agreement and agreed to in writing by Company. The Company also agrees to pay and/or reimburse Escrow Agent for its reasonable expenses and disbursements, including those of its agents, consultants and attorneys. The obligations described in this section shall continue notwithstanding the expiration or termination of this Agreement for any reason. b. If conflicting demands are made or notices served by parties other than the Company (including AAA or BB) upon Escrow Agent with respect to the Escrow Account, Escrow Agent shall be entitled to rely upon, refuse to comply with any such claim or demand and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which the Escrow Agent in good faith believes to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms suspend performance of this Agreement or any other Agreement. Escrow Agent so long as such disagreements shall incur no liability continue; in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. so doing Escrow Agent shall not be held liable for any action taken damages or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect interest to the Escrow Funds, the closing proceeds delivered Company or to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns person (including information returnsbut not limited to Subscribers) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent for failure to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income such conflicting or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraphadverse demands, Escrow Agent shall be discharged ofentitled to continue to refrain and refuse to act until: (i) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and/or the money, papers, and fromproperty involved in the claim or demand; and/or (ii) all differences have been settled by mutual agreement and Escrow Agents has been notified of the settlement in a writing signed by all of the interested persons. In the alternative, any Escrow Agent may file a suit in interpleader for the purpose of having the respective rights of the claimants adjudicated, and deposit with the court all further obligations arising money, papers, and property held pursuant to this Agreement, and the Company agrees to pay all costs, expenses and reasonable attorney’s fees incurred by Escrow Agent in connection therewith, the amount thereof to be fixed and a judgment thereof to be rendered by the court in such suit; provided, however, that nothing in this Section (10b) shall affect the obligations of the Company and Escrow Agent to immediately comply with all orders, demands and notices issued by the escrow contemplated by this Agreement. Regulatory Agency. c. Escrow Agent shall act as a depository only and is not have the right to represent any party hereto responsible or liable in any dispute between manner whatever for the parties hereto sufficiency, correctness, genuineness or validity of any instrument deposited with it pursuant to this Agreement, or with respect to the form or execution of any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefitsuch instrument, or the identity, authority, or rights of any legal person executing or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebydepositing any such instrument.

Rights of Escrow Agent. Upon receipt of the Earnest Money, Escrow Agent shall be entitled promptly deposit the same into x xxxernment insured interest-bearing escrow account with such bank as Escrow Agent may select subject to rely uponPurchaser's and Seller's reasonable approval (the "Depository"). The parties hereby acknowledge and agree that Escrow Agent shall have the right to disburse the Earnest Money to Purchaser or Seller upon ten (10) days' written xxxxxx to the parties, but only if Escrow Agent shall not have received any written objections to such disbursement within ten (10) days after receipt by Purchaser and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, Seller of said notice, opinion, instrument or other writing delivered to it which . The parties hereto hereby acknowledge that the Escrow Agent shall have no liability to any party on account of its failure to disburse the Earnest Money and any interest thereon in good faith believes the event of an unresolvex xxxxute as to be genuine, without being required which party is entitled to determine receive the authenticity of such document, same. In the correctness event of any fact stated thereindispute as to who is entitled to receive the Earnest Money and any interest thereon, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from have the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability xxxxx, at its sole election, either to retain the funds and disburse them in connection accordance with the discharge final order of its obligations under this Agreement a court of competent jurisdiction or otherwise in connection therewithto deposit the Earnest Money and any interest thereon with said court, except pending a xxxxx xecision of such liability as may arise from the negligence or willful misconduct of Escrow Agentcontroversy. The parties hereto further agree that Escrow Agent shall not be liable for any action taken failure of the Depository and shall only be liable otherwise in the event of its negligence or omitted willful misconduct. Escrow Agent's fee for serving in such capacity and Escrow Agent's out-of-pocket expenses shall be paid 50% by Seller and 50% by Purchaser. All interest earned on the Earnest Money shall accrue to be taken by Escrow Agent reasonably and in good faith the benefit of Purchaser, but shall xx xxxdited, delivered or otherwise disbursed together with the Earnest Money in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission terms and conditions of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement or the escrow contemplated herebyAxxxxxxxt.

Rights of Escrow Agent. In addition to its other rights contained elsewhere in this Agreement, the Escrow Agent shall have the following rights under this Agreement: (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and shall not be entitled required to rely uponrefer to the Stock Purchase Agreement or take any other action with respect to any other matter which might arise in connection with the Escrow Fund in carrying out its duties hereunder. The Escrow Agent has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of Seller and Buyer. The Escrow Agent is not responsible in any manner for the sufficiency, correctness, genuineness or validity of any of the documents, certificates, instruments or notices deposited with the Escrow Agent pursuant to this Agreement or for the form or execution thereof, or for the identity or authority of any person executing or depositing the same. (b) The Escrow Agent may rely, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting refraining from acting, upon any written notice, instruction, certificates or request furnished to act pursuant toit hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties; provided, however, that, as set forth below, any instructionmodification to this Agreement shall be signed by all of the parties hereto. Seller and Buyer shall indemnify the Escrow Agent against and in respect of any and all direct or indirect damages, orderclaims, judgmentlosses, certificationliabilities and expenses (including without limitation, affidavit, demand, attorneys’ fees) incurred by the Escrow Agent which may arise out of or result from any false or incorrect notice, opinion, instrument certificate or other writing communication delivered pursuant to it which this Agreement by such party. (c) In the event of any disagreement or controversy arising under this Agreement or if conflicting demands or notices are made upon the Escrow Agent growing out of or relating to this Agreement or in the event the Escrow Agent in good faith believes is in doubt as to be genuine, without being required to determine the authenticity of such documentwhat action it should take hereunder, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall have the right, at its election, to (i) withhold and cease all further proceedings under, and performance of, this Agreement, and of all instructions received hereunder, and resign as Escrow Agent effective upon the appointment of a successor Escrow Agent by Seller and Buyer (as contemplated by Section 3(e) below), or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring all parties involved to interplead and litigate in such court their claims and rights among themselves and with the Escrow Agent. The foregoing remedies shall be implied from the terms of this Agreement or in addition to any other remedies available to the Escrow Agent provided by law. Should any suit or legal proceeding be instituted growing out of or related to this Agreement. , whether such suit be initiated by the Escrow Agent or others, the Escrow Agent shall incur no have the right, at its option, to cease all further proceedings under, and performance of, this Agreement, and of all instructions received hereunder until all differences and doubts have been resolved by agreement or until the rights of all parties shall have been fully and finally adjudicated. (d) Seller and Buyer hereby agree to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense (including, without limitation, attorneys’ fees) incurred by it without negligence or bad faith on its part arising out of or in connection with its entering into this Agreement and the discharge carrying out of its obligations under this Agreement duties hereunder, including the costs and expenses of defending itself against any claim of liability hereunder or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. The Escrow Agent may consult with counsel of its own choice as to any matters arising hereunder, and shall not be liable have full and complete authorization and protection for any action taken or omitted to be taken suffered by Escrow Agent reasonably and it hereunder in good faith and in accordance with the advice opinion of such counsel. . (e) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice of such resignation to Seller and Buyer, specifying the date upon which such resignation shall not take effect, which shall be at least thirty (30) days after the date of such notice. Seller and Buyer, together, shall have the right to terminate the appointment of the Escrow Agent hereunder by giving to it notice of such termination specifying the date upon which such termination shall take effect, which shall be at least thirty (30) days after the date of such notice. In either such event, Seller and Buyer hereby agree to mutually designate a successor Escrow Agent, and the parties hereto agree that, upon demand of such successor Escrow Agent, all property in the Escrow Fund shall be turned over and delivered to such successor Escrow Agent, which shall, thereupon, be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any all of the foregoingprovisions hereof. Escrow Agent shall comply with In the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide event the Escrow Agent with all information necessary to enable Escrow Agent to comply with does not receive notice of the foregoing. Escrow Agent may withdraw from the funds held in banking or other institution which has been designated as successor escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, agent within thirty (30) days after receipt by the Escrow Agent of notice of any such dispute and diligently continuedAgent’s resignation or termination hereunder, or if the Escrow Agent is uncertain as shall have no further duties or obligations hereunder, and may (but shall in no event be required), at its option and election, (i) tender the Escrow Funds to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far for disposition in such manner as such court shall determine, (ii) petition any court of competent jurisdiction for the disposition appointment of a successor escrow agent or for such other relief or action as may effectuate the documents and/or fundsEscrow Agent’s resignation and termination of its rights, duties and obligations hereunder, or (iiiii) deposit take any other action it deems appropriate to terminate its rights, duties and obligations hereunder. Buyer and Sellers shall indemnify the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent it harmless against and with respect toagainst, any and all losslosses, liabilitycosts, damage liabilities, damages or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur expenses incurred by it in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. resignation as Escrow Agent or its termination in such capacity and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation transfer and delivery of the documents and funds as provided in this paragraph, Escrow Funds to any successor escrow agent. (f) Buyer hereby agrees to pay to the Escrow Agent shall reasonable compensation for the services to be discharged ofrendered by it hereunder and to pay or to reimburse the Escrow Agent for all expenses, disbursements and from, any and all further obligations arising advances (including reasonable attorneys’ fees) incurred or made by it in connection with its joining this Agreement and with the escrow contemplated carrying out of its duties hereunder. If any property or sums held hereunder is at any time attached, garnished or levied upon under any court order or by this Agreement. federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stated or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is authorized to rely upon and comply with any such order, writ, levy, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if it complies with any such order, writ, levy, judgment or decree, it shall not have the right be liable to represent any party hereto in any dispute between of the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefithereto, or any legal other person, firm or equitable rightcorporation, remedy by reason of such compliance even though such order, writ, levy, judgment or claimdecree may be subsequently reversed, under modified, annulled, set aside or in respect vacated. Without waiving any of this Agreement its rights hereunder, the Escrow Agent shall, at the time of service, notify Buyer and Sellers that it has been served with such order, writ, levy, judgment or the escrow contemplated herebydecree.

Rights of Escrow Agent. In the event that the Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from either Purchaser or Seller which is in conflict with instructions or a notice from the other or which, in the reasonable opinion and sole discretion of the Escrow Agent, conflicts with the provisions of this Agreement, it shall be entitled to rely upon, take any of the following courses of action: a. Hold the Escrowed Funds and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting decline to act pursuant to, take any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it which further action until the Escrow Agent receives joint written instructions from the disputing parties or an order of a court of competent jurisdiction directing it to continue to hold or to deliver the same, in good faith believes which case the Escrow Agent shall then continue to be genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign hold or deliver the Escrowed Funds in accordance with such document. The duties direction; b. In the event of Escrow Agent are only as herein specifically provided, litigation between Purchaser and are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent Seller with respect to any and all mattersthe subject matter of the Purchase Agreement, pertinent the Escrow Agent may deliver Escrowed Funds to the escrow contemplated hereunder clerk of any court in which such litigation is pending. c. The Escrow Agent may deliver the Escrowed Funds to a court of competent jurisdiction and no additional obligations commence an action for interpleader, the cost thereof to the Escrow Agent to paid out of Escrowed Funds at the time of release of the Escrowed Funds and home by whichever of Purchaser or Seller that does not prevail in the litigation. d. The Escrow Agent shall be implied from not receive any fee for acting as an escrow agent. In addition, the terms of this Agreement or any other Agreement. Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted in good faith and believed by it to be taken authorized or within the rights or powers conferred upon it by this Agreement and may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other document believed by it to be genuine and to have been made, sent, signed or presented by the proper party or parties. e. Purchaser and Seller hereby jointly and severally indemnify the Escrow Agent reasonably and to agree to defend it and hold it harmless the against any loss, liability or expense (including legal fees) incurred in good faith in accordance with the advice performance of counsel. Escrow Agent shall not be bound by any modificationits services hereunder, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required in advance to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Agent, shall provide counsel representing the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which have, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition cost and expense of such documents defending itself against any claim or liability. f. Purchaser and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if Seller acknowledge that the Escrow Agent is uncertain has acted as counsel to which party or parties are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may suffer or incur in connection with the entering into this Purchase Agreement and performance of its obligations under this Agreement other agreements and performance of its obligations under this Agreement or otherwise documents being executed in connection therewith, except therewith and in other matters. At the time of disbursement of Escrowed Funds to the extent Seller, Bxxx & Rxxxx, LLP, as counsel to the Seller, shall retain from Escrowed Funds such losslegal fees and expenses as may be then owed by Seller. Purchaser and Seller agree that in the event of any disputes thereunder, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the documents and funds held by it continue to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the documents and funds as provided in this paragraph, Escrow Agent shall be discharged ofrepresent Seller, and from, Purchaser and Seller hereby waive any and all further obligations arising in connection with the escrow contemplated by this Agreement. Escrow Agent shall not have the right to represent any party hereto in any dispute between the parties hereto with respect to any escrowed documents or funds. Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect claim of this Agreement or the escrow contemplated herebyconflict of interest which they may otherwise have.