Common use of The Escrow Agent Clause in Contracts

The Escrow Agent. 2.5 The Escrow Agent shall invest the Settlement Fund deposited pursuant to ¶2.1 hereof in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund shall be borne entirely by the Settlement Fund and shall not be borne in any way by any of the Released Persons. 2.6 The Escrow Agent shall not disburse the Settlement Fund except: (i) as provided in the Stipulation; or (ii) by an order of the Court. 2.7 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.8 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.9 Prior to the Effective Date, Lead Counsel, without further approval of Defendants or the Court, may pay from the Settlement Fund reasonable costs of notice and settlement administration (“Notice and Administration Costs”) associated with the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs include, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims.

The Escrow Agent. 2.5 2.3 The Escrow Agent shall invest the Settlement Fund Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the full faith and credit Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an agency Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne entirely by the Settlement Fund and the Released Persons shall not be borne in have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any way transactions executed by any the Escrow Agent. The Settlement Fund shall indemnify and hold each of the Released Persons. 2.6 Persons and their counsel harmless for the actions of the Escrow Agent. The Escrow Agent shall not disburse the Settlement Fund except: (i) except as provided in the Stipulation; or (ii) , by an order of the Court, or with the written agreement of counsel for Defendants. 2.7 2.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.8 . All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for any transaction executed by the Escrow Agent. 2.9 Prior to the Effective Date, Lead Counsel, without further approval of Defendants or the Court, may pay from the 2.5 The Settlement Fund may be used by Lead Counsel to pay reasonable costs of and expenses actually incurred in connection with providing notice and settlement administration (“Notice and Administration Costs”) associated with the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs include, without limitation: the cost of identifying and locating members of to the Class, mailing locating Class Members, soliciting claims, assisting with the Notice submission of Proposed Settlement of Class Action (the “Notice”) and claims, processing Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claimsforms, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank escrow fees and costs, if any, any (“Notice and Administration Expenses”). 2.6 It shall be Lead Counsel’s sole responsibility to disseminate the administrative expenses incurred Notice (as defined below) and fees charged summary notice to the Class in accordance with this Stipulation and as ordered by the Claims Administrator in connection Court. Defendants shall not bear any cost or responsibility for class notice, administration, or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons with providing respect to any claims they may have that arise from any failure of the notice process. The Settlement Fund shall indemnify and processing hold each of the submitted claimsReleased Persons and their counsel harmless for any Notice and Administration Expenses.

The Escrow Agent. 2.5 2.3 The Escrow Agent shall invest the Settlement Fund deposited pursuant to ¶2.1 hereof in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne entirely by the Settlement Fund and shall not be borne in any way by any of the Released PersonsFund. 2.6 2.4 The Escrow Agent shall not disburse the Settlement Fund except: except (ia) as provided in the Stipulation; or , (iib) by an order of the Court, or (c) with the written agreement of counsel for the Settling Parties. 2.7 2.5 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.8 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.9 2.7 Prior to the Effective Date, Lead Counselthe Escrow Agent, without further approval of Defendants or the Court, may pay from the Settlement Fund reasonable costs of notice and settlement administration costs (“Class Notice and Administration Costs”) associated with the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs includeincluding, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims.

The Escrow Agent. 2.5 3.3 The Escrow Account will be established at Huntington National Bank, with such Bank serving as escrow agent (“Escrow Agent”), subject to escrow instructions mutually acceptable to Plaintiff’s Lead Counsel and Defendants, such escrow to be administered under the Court’s continuing supervision and control. The Escrow Agent shall invest cause the Settlement Fund funds deposited pursuant to ¶2.1 ¶ 3.1 hereof in the Escrow Account to be invested in short-term instruments backed by the full faith and credit of the United States Government or fully insured in writing by the United States Government Government, or an agency thereof money market funds rated Aaa and AAA, respectively, by Xxxxx’x Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund shall be borne entirely by the Settlement Fund and shall not be borne in any way by any of the Released Persons. 2.6 3.4 The Escrow Agent shall not disburse the Settlement Fund except: (i) except as provided in the Stipulation; Stipulation or (ii) by an order of the Court. 2.7 3.5 Subject to further order(s) order and/or directions direction as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions on behalf of the Class Members as are provided for under consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.8 3.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.9 Prior 3.7 Within five (5) business days after payment of the Settlement Fund to the Effective DateEscrow Agent pursuant to ¶ 3.1 hereof, Lead Counsel, without further approval of Defendants or the Court, Escrow Agent may pay establish a “Class Notice and Administration Fund,” and may deposit up to $250,000 from the Settlement Fund reasonable costs of notice and settlement administration (“in it. The Class Notice and Administration Costs”) associated Fund may be used by Lead Counsel to pay costs and expenses reasonably and actually incurred in connection with the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs include, without limitation: the cost of identifying and locating members of providing notice to the Class, mailing the Notice of Proposed Settlement of locating Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claimsMembers, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release formsClass Members, and paying bank escrow fees and costs, if any, and no Defendant or any of their Related Parties shall have any responsibility for or liability to any Class Member or any other Person with respect to any of these costs, expenses, fees, or acts. The Class Notice and Administration Fund may also be invested and earn interest as provided for in ¶ 3.3 of this Stipulation. Defendants or their Related Parties have no responsibility for or liability to any Class Member, their Related Parties, or any other Person with respect to the administrative Escrow Agent or its actions or the Class Notice and Administration Fund. Any costs or expenses expended for notice or administration in excess of $250,000 shall be paid from the Settlement Fund, subject to approval of Lead Counsel. After the Effective Date, any balance (including interest) then remaining in the Notice and Administration Fund, less expenses incurred and fees charged but not yet paid, may be transferred by the Claims Administrator in connection with providing notice Escrow Agent, and processing deposited and credited as part of, the submitted claimsSettlement Fund.

The Escrow Agent. 2.5 2.2 The Escrow Agent shall invest the Settlement Fund deposited pursuant to ¶2.1 hereof in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne entirely by the Settlement Fund Fund. The Escrow Agent xxxxxx accepts all fiduciary and shall other obligations of an escrow agent, including, but not be borne limited to, the duty to safeguard the funds held in escrow and the duty to release any way funds in a manner consistent with this Settlement Agreement and as approved by any of the Released PersonsCourt. 2.6 2.3 The Escrow Agent shall not disburse the Settlement Fund except: except (ia) as provided in the Stipulation; , or (iib) by an order of the Court. 2.7 2.4 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. The Escrow Agent agrees to indemnify Defendants and their insurance carriers for any claims by Class Members regarding the selection of Xxxxxxx Xxxxxx Xxxxxx & Xxxx LLP as the Escrow Agent, the Escrow Agent’s performance of its duties, or the distribution of the Settlement Fund. 2.8 2.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.9 2.6 Prior to the Effective Date, Lead Counselthe Escrow Agent, without further approval of Defendants or the Court, may pay from the Settlement Fund reasonable costs of up to $500,000.00 in notice and settlement administration (“Notice and Administration Costs”) costs associated with the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs includeincluding, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Proposed Settlement Pendency of Class Action and Proposed Settlement, Motion for Attorneys’ Fees and Settlement Fairness Hearing (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and for forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claimsclaims (“Class Notice and Administration Costs”). Prior to the Effective Date, payment of any Class Notice and Administration Costs exceeding $500,000.00 shall require approval by the Court. Subsequent to the Effective Date, without further approval by Defendants or the Court, the Settlement Fund may be used by Lead Counsel to pay reasonable and necessary Class Notice and Administration Costs in excess of $500,000.00.

The Escrow Agent. 2.5 3.1 The Escrow Agent shall invest the Settlement Fund Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the full faith and credit Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an agency Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne entirely by the Settlement Fund and the Released Persons shall not be borne in any way by any have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Released PersonsEscrow Agent, or any transactions executed by the Escrow Agent. 2.6 3.2 The Escrow Agent shall not disburse the Settlement Fund except: (i) except as provided in the Stipulation; or (ii) Settlement Agreement, by an order of the Court, or with the written agreement of counsel for Defendant. 2.7 3.3 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the StipulationSettlement Agreement, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the StipulationSettlement Agreement. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.8 3.4 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation Settlement Agreement and/or further order(s) of the Court. 2.9 3.5 Prior to the Effective Date, Lead Counsel, Date and without further approval order of Defendants or the Court, may pay from up to $250,000 of the Settlement Fund reasonable costs of notice and settlement administration (“may be used by Class Counsel to pay Notice and Administration Costs”) associated with . After the administration of the SettlementEffective Date, which costs shall not exceed $750,000. Such Class Counsel may pay all further reasonable Notice and Administration Costs includeCosts, regardless of amount, without limitation: the cost of identifying and locating members further order of the Class, mailing Court. 3.6 It shall be Class Counsel’s sole responsibility to disseminate the Notice of Proposed to the Class in accordance with this Settlement of Class Action (Agreement and as ordered by the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the NoticeCourt, and reimbursement to nominee owners respond to all inquiries from Class Members related thereto. Class Members shall have no recourse as to the Released Persons with respect to any claims they may have that arise from any failure of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claimsprocess.

The Escrow Agent. 2.5 2.7 Except as provided herein or pursuant to orders of the Court, the Net Settlement Fund shall remain in the Escrow Account prior to the Effective Date. The Escrow Agent shall invest the Settlement Fund Amount deposited pursuant to ¶2.1 ¶2.2 hereof in United States Agency or Treasury Securities or other instruments backed by the full faith and credit Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an agency Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne entirely by the Settlement Fund Fund, and the Released Defendant Parties shall not be borne in have no responsibility for, interest in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any way transactions executed by any the Escrow Agent. The Escrow Agent, through the Settlement Fund, shall indemnify and hold each of the Released PersonsDefendant Parties and their counsel harmless for the actions of the Escrow Agent. 2.6 2.8 The Escrow Agent shall not disburse the Settlement Fund except: (i) except as provided in the this Stipulation; , or (ii) by an order of the Court. 2.7 2.9 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the this Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the this Stipulation. The Released Persons Defendant Parties shall have no responsibility for, interest in, or liability whatsoever with respect to, to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. The Escrow Agent, through the Settlement Fund, shall indemnify and hold each of the Released Defendant Parties and their counsel harmless for any transaction executed by the Escrow Agent. 2.8 2.10 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis the custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed or returned pursuant to the this Stipulation and/or further order(s) of the Court. 2.9 Prior to 2.11 Notwithstanding the fact that the Effective DateDate of the Settlement has not yet occurred, Lead Counsel, without further approval of Defendants or the Court, Counsel may pay from the Settlement Fund Fund, without further approval from Defendants and/or order of the Court, reasonable costs of and expenses (paid from and not to exceed the $350,000 paid by Graña y Xxxxxxx pursuant to ¶2.2 hereof) actually incurred in connection with providing notice and settlement administration (“Notice and Administration Costs”) associated with the administration of the SettlementSettlement by mail, which costs shall not exceed $750,000. Such Notice and Administration Costs include, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Noticeother means, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting locating potential Settlement Class claimsMembers, assisting with the filing submission of claims, administering and distributing the Net Settlement Fund to Authorized ClaimantsClaims, processing Proof of Claim and Release forms, administering the Settlement, and paying bank escrow taxes, fees and costs, if anyany (“Notice and Administration Expenses”). After the Effective Date, Notice and Administration Expenses may be paid as incurred, without approval of Defendants or further order of the Court. 2.12 It shall be Lead Counsel’s responsibility to disseminate the Notice, Proof of Claim and Release, and the administrative expenses incurred Summary Notice to potential Settlement Class Members in accordance with this Stipulation and fees charged as ordered by the Claims Administrator in connection Court. The Released Defendant Parties shall have no responsibility for or liability whatsoever with providing notice respect to the Notice and processing Administration Expenses, nor shall they have any responsibility or liability whatsoever for any claims with respect thereto. The Escrow Agent through the submitted claimsSettlement Fund, shall indemnify and hold each of the Released Defendant Parties and their counsel harmless for any Notice and Administration Expenses.

The Escrow Agent. 2.5 2.3 The Escrow Agent shall invest the Settlement Fund Amount deposited pursuant to ¶2.1 hereof in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and The Settlement Fund shall bear all risks related to the investment investments of the Settlement Fund shall be borne entirely by the Settlement Fund and shall not be borne in any way by any of the Released PersonsAmount. 2.6 2.4 The Escrow Agent shall not disburse the Settlement Fund except: (i) except as provided in the this Stipulation; or (ii) , by an order of the Court, or with the written agreement of Lead Counsel and Defendants’ counsel. 2.7 2.5 Subject to further order(s) order and/or directions direction as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. 2.8 2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the this Stipulation and/or further order(s) of the Court. 2.9 Prior to 2.7 Notwithstanding the fact that the Effective DateDate has not yet occurred, Lead Counsel, without further approval of Defendants or the Court, Counsel may pay from the Settlement Fund reasonable the costs of and expenses reasonably and actually incurred in connection with providing notice and settlement administration (“Notice and Administration Costs”) associated with to the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs include, without limitation: the cost of identifying and locating members of the Settlement Class, mailing the Notice of Proposed locating Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claimsMembers, administering and distributing the Net Settlement Fund to Authorized ClaimantsClaimants and processing Proofs of Claim. In the event that the Settlement does not become Final, processing Proof of Claim any money paid or incurred for the above purposes, including any related fees, shall not be returned or repaid to Defendants or their insurers. Subject to ¶¶2.9 and Release forms6.1 below, Defendants are not responsible for, and paying bank fees and costsshall not be liable for, if any, and the administrative expenses any costs incurred and fees charged by the Claims Administrator in connection with providing notice to the Settlement Class, locating Settlement Class Members, administering and distributing the Settlement Fund, or processing the submitted claimsProofs of Claim.

The Escrow Agent. 2.5 The Escrow Agent shall invest the Settlement Fund Amount deposited pursuant to ¶2.1 hereof in United States Agency or Treasury Securities or other instruments backed by the full faith and credit Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an agency Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund shall be borne entirely by the Settlement Fund and Fund. The Released Persons shall not be borne in any way by any have no responsibility for, interest in, or liability whatsoever with respect to the investment decisions or the actions of the Released PersonsEscrow Agent, or any transactions executed by the Escrow Agent. 2.6 The Escrow Agent shall not disburse the Settlement Fund except: (i) Fund, or any portion thereof, except as provided in the Stipulation; or (ii) , by an order of the Court, or with the written agreement of Lead Counsel and the Settling Defendants’ Counsel. 2.7 Subject to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are provided for under consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect to, to the actions of the Escrow Agent, or any transaction executed by the monies maintained in the Escrow Agent.Account, including, without limitation, any responsibility or liability related to any fees, Taxes, investment decisions, maintenance, supervision, or distributions of any portion of the Settlement Fund.. 2.8 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.9 Prior to Notwithstanding the fact that the Effective DateDate has not yet occurred, Lead Counsel, without further approval of Defendants or the Court, Counsel may pay from the Settlement Fund reasonable costs of notice and settlement administration (“the Notice and Administration Costs”) associated with Expenses reasonably and actually incurred. If the administration of Settlement is not approved by the Court or the Settlement is terminated, canceled, or the Effective Date otherwise does not occur, any money paid or incurred for the above purposes shall not be returned or repaid to the Settling Defendants or their insurers. Subject to ¶2.10 below, the Settling Defendants are not responsible for, and shall not be liable for, any Notice and Administration Expenses, administering the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs includepaying Taxes, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (such amount shall include, without limitation, the actual costs of publication, printing and mailing the NoticeTax Expenses, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank escrow fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claims.

The Escrow Agent. 2.5 The reasonable fees and expenses of the Escrow Agent ---------------- in connection with its execution and performance of this Escrow Agreement as set forth on Exhibit B hereto shall be borne by Premiere and the Stockholders --------- equally. The Escrow Agent shall invest the Settlement Fund deposited pursuant be entitled to ¶2.1 hereof in instruments backed by the full faith such rights and credit shall perform such duties of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments Escrow Agent as they mature in similar instruments at their then-current market rates. All costs and risks related set forth herein, including but not limited to the investment of following (collectively, the Settlement Fund shall be borne entirely by the Settlement Fund and shall not be borne in any way by any of the Released Persons."Duties"): 2.6 (a) The Escrow Agent shall hold and safeguard the Escrow during the Escrow Period, shall treat such Escrow as an escrow fund in accordance with the terms of this Escrow Agreement and not disburse as the Settlement Fund except: (i) as provided in the Stipulation; or (ii) by an order property of Premiere, and shall hold and dispose of the CourtEscrow only in accordance with the terms of this Escrow Agreement. 2.7 Subject (b) The Escrow Agent shall distribute to further order(s) and/or directions the Stockholders all material relating to a vote of holders of Premiere Common Stock that the Escrow Agent receives from the Premiere or any third party, and the Stockholders shall, in such Stockholder's sole discretion, vote such shares and execute such documents as may be made necessary to permit such shares to be voted by the CourtStockholders in accordance with their respective beneficial interests. The Escrow Agent shall have no right to vote the Escrow Shares, or except to the extent so directed to do so by the beneficial owner of the respective shares. (c) Promptly following termination of the Escrow Period as provided set forth in the StipulationSection 2 hereof, the Escrow Agent is authorized shall deliver to execute such transactions as are provided for under SunTrust Bank, Atlanta, Trust Company Tower, 00 Xxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxx Xxxxxxx, the terms transfer agent of the Stipulation. The Released Persons shall have no responsibility for, interest in, or liability whatsoever with respect toPremiere Common Stock (the "Transfer Agent"), the actions certificate representing the Escrow Shares with instructions for the Transfer Agent to issue to each Stockholder a new certificate, subject to Section 5(d) hereof, in the name of each Stockholder representing each Stockholder's pro rata portion of the Escrow AgentShares at the time of such distribution based on Exhibit A to this Escrow --------- Agreement, or provided, however, that in the event that there are claims by Premiere for Losses outstanding at the time of the termination of the Escrow Period, the Escrow Agent shall retain an amount of such Escrow Shares sufficient in the reasonable judgment of Premiere, subject to the objection of the Escrow Committee and subsequent resolution of the matter in the manner provided in Section 3 above, to satisfy any transaction executed unsatisfied claims for Losses specified in any notice by Premiere theretofore delivered to the Escrow Committee and Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, and to pay expenses as provided in this Escrow Agreement. As soon as all such claims have been fully resolved, the Escrow Agent shall deliver to the Stockholders any and all of the Escrow Shares and other property remaining in the Escrow and not required to satisfy such claims and expenses. Each Stockholder shall receive that number of Escrow Shares which bears the same relationship to the total number of Escrow Shares in the Escrow and available for distribution as the number of Escrow Shares set forth opposite the name of each such Stockholder on Exhibit A hereto bears to the total number of Escrow Shares on Exhibit A as --------- --------- calculated by the Escrow Agent. 2.8 All funds held by (d) The Stockholders shall have no right to receive, and the Escrow Agent shall be deemed not distribute to the Stockholders, fractional Escrow Shares. In the event that the distribution of any Stockholder's pro rata share of the Escrow Shares would, but for this Section 5(d), result in such Stockholder receiving fractional shares of Premiere Common Stock, (i) the Escrow Agent shall instruct the Transfer Agent to issue a certificate in such Stockholder's name for his or pro rata share of Escrow Shares rounded down to the nearest whole share, (ii) the Escrow Agent shall instruct the Transfer Agent to issue an additional certificate representing, in the aggregate, all fractional share interests at the time of such distribution and considered the Escrow Agent shall thereupon deliver such certificate to Premiere, (iii) Premiere shall deliver to the Escrow Agent an amount of cash representing, the aggregate market value (based on the closing sale price of Premiere Common Stock on the day of the termination of the Escrow Period or, if such day is not a business day, the business day immediate preceding such date, as reported in the Wall Street Journal) of such fractional share interests as of the time of such distribution, and (iv) the Escrow Agent shall deliver to each applicable Stockholder cash or a check representing such Stockholder's fractional share interest. Premiere agrees to cause all necessary Form 1099 information reports to be in custodia legis of filed and hereby indemnifies the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 2.9 Prior to the Effective Date, Lead Counsel, without further approval of Defendants or the Court, may pay Escrow Agent against all costs resulting from the Settlement Fund reasonable costs of notice and settlement administration (“Notice and Administration Costs”) associated with the administration of the Settlement, which costs shall not exceed $750,000. Such Notice and Administration Costs include, without limitation: the cost of identifying and locating members of the Class, mailing the Notice of Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release and publishing notice (failure to file such amount shall include, without limitation, the actual costs of publication, printing and mailing the Notice, and reimbursement to nominee owners of the reasonable costs of identifying and forwarding notice to their beneficial owners), soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying bank fees and costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator in connection with providing notice and processing the submitted claimsreports.