later than
three Business Days prior to the date of any proposed sale under any judgment,
writ or warrant of attachment with respect to the Collateral; and
(iii)
it will not change its jurisdiction of
incorporation without 30 days' prior written notice to the Trustee.
(C)
THE ESCROW AGENT REPRESENTS AND WARRANTS
THAT IT IS A BANK WITH TRUST POWERS THAT IN THE ORDINARY COURSE OF ITS BUSINESS
MAINTAINS SECURITIES ACCOUNTS FOR OTHERS AND IS ACTING SOLELY IN SUCH CAPACITY
IN RESPECT OF THE ESCROW ACCOUNT.
THE ESCROW AGENT FURTHER REPRESENTS AND
WARRANTS THAT IT IS A "SECURITIES INTERMEDIARY" WITHIN THE MEANING OF
SECTION 8-102(A)(14) OF THE NEW YORK UCC.
(D)
FOR PURPOSES OF THIS SECTION, "LIEN" MEANS,
WITH RESPECT TO ANY ASSET, ANY MORTGAGE, DEED OF TRUST, LIEN, PLEDGE,
HYPOTHECATION, ENCUMBRANCE, CHARGE OR SECURITY INTEREST IN, ON OR OF SUCH ASSET.
SECTION 9.
FEES AND EXPENSES OF ESCROW AGENT.
(A)
THE COMPANY AGREES TO PAY THE ESCROW AGENT
ITS AGREED-UPON COMPENSATION FOR ITS SERVICES AS ESCROW AGENT HEREUNDER PROMPTLY
UPON REQUEST THEREFOR, AND TO REIMBURSE THE ESCROW AGENT FOR ALL REASONABLE AND
DOCUMENTED EXPENSES OF OR DISBURSEMENTS INCURRED BY THE ESCROW AGENT IN THE
PERFORMANCE OF ITS DUTIES HEREUNDER, INCLUDING THE REASONABLE FEES, EXPENSES AND
DISBURSEMENTS OF LEGAL COUNSEL TO THE ESCROW AGENT, ALL AS PROVIDED IN THE FEE
SCHEDULE ATTACHED AS ANNEX A HERETO.
10
(B)
THE ESCROW AGENT SHALL HAVE A LIEN UPON ANY
INVESTMENT INCOME ON DEPOSIT IN THE ESCROW ACCOUNT SOLELY FOR ANY COSTS,
EXPENSES AND FEES THAT MAY ARISE HEREUNDER AND MAY RETAIN THAT PORTION OF THE
INVESTMENT INCOME IN THE ESCROW ACCOUNT EQUAL TO SUCH UNPAID AMOUNTS, UNTIL ALL
SUCH COSTS, EXPENSES AND FEES HAVE BEEN PAID.
SECTION 10.
RIGHTS, DUTIES AND IMMUNITIES OF ESCROW
AGENT. ACCEPTANCE BY THE ESCROW AGENT OF ITS DUTIES UNDER THIS AGREEMENT IS
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, WHICH ALL PARTIES TO THIS
AGREEMENT HEREBY AGREE SHALL GOVERN AND CONTROL THE RIGHTS, DUTIES AND
IMMUNITIES OF THE ESCROW AGENT:
(A)
THE DUTIES AND OBLIGATIONS OF THE ESCROW
AGENT SHALL BE DETERMINED SOLELY BY THE EXPRESS PROVISIONS OF THIS AGREEMENT AND
THE ESCROW AGENT SHALL NOT BE LIABLE EXCEPT FOR THE PERFORMANCE OF SUCH DUTIES
AND OBLIGATIONS AS ARE SPECIFICALLY SET OUT IN THIS AGREEMENT. THE ESCROW AGENT
SHALL NOT BE REQUIRED TO INQUIRE AS TO THE PERFORMANCE OR OBSERVATION OF ANY
OBLIGATION, TERM OR CONDITION UNDER ANY AGREEMENT OR ARRANGEMENT BETWEEN THE
COMPANY AND THE TRUSTEE. THE ESCROW AGENT IS NOT A PARTY TO, AND IS NOT BOUND
BY, ANY AGREEMENT OR OTHER DOCUMENT OUT OF WHICH THIS AGREEMENT MAY ARISE. THE
ESCROW AGENT SHALL BE UNDER NO LIABILITY TO ANY PARTY HERETO BY REASON OF ANY
FAILURE ON THE PART OF ANY PARTY HERETO (OTHER THAN THE ESCROW AGENT) OR ANY
MAKER, GUARANTOR, ENDORSER OR OTHER SIGNATORY OF ANY DOCUMENT OR ANY OTHER
PERSON TO PERFORM SUCH PERSON'S OBLIGATIONS UNDER ANY SUCH DOCUMENT. THE ESCROW
AGENT SHALL NOT BE BOUND BY ANY WAIVER, MODIFICATION,