THE ONLY TERMS AND
CONDITIONS UPON WHICH THE ESCROWED PAYMENT ARE TO BE RELEASED FROM ESCROW ARE AS
SET FORTH IN SECTIONS 3 AND 4 OF THIS AGREEMENT.
THE COMPANIES AND THE
PURCHASER REAFFIRM THEIR AGREEMENT TO ABIDE BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT WITH RESPECT TO THE RELEASE OF THE ESCROWED PAYMENT.
ANY DISPUTE WITH
RESPECT TO THE RELEASE OF THE ESCROWED PAYMENT SHALL BE RESOLVED PURSUANT TO
SECTION 4.2 OR BY WRITTEN AGREEMENT AMONG THE COMPANIES AND PURCHASER.
ARTICLE IV
CONCERNING THE ESCROW AGENT
4.1.
DUTIES AND RESPONSIBILITIES OF THE ESCROW
AGENT.
THE ESCROW AGENT'S DUTIES AND RESPONSIBILITIES SHALL BE SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS:
(A)
THE PURCHASER AND THE COMPANIES ACKNOWLEDGE
AND AGREE THAT THE ESCROW AGENT (I) SHALL NOT BE REQUIRED TO INQUIRE INTO
WHETHER THE PURCHASER, THE COMPANIES OR ANY OTHER PARTY IS ENTITLED TO RECEIPT
OF ANY DOCUMENT OR ALL OR ANY PORTION OF THE ESCROWED PAYMENT; (II) SHALL NOT BE
CALLED UPON TO CONSTRUE OR REVIEW ANY DOCUMENT OR ANY OTHER DOCUMENT, INSTRUMENT
OR AGREEMENT ENTERED INTO IN CONNECTION THEREWITH; (III) SHALL BE OBLIGATED ONLY
FOR THE PERFORMANCE OF SUCH DUTIES AS ARE SPECIFICALLY ASSUMED BY THE ESCROW
AGENT PURSUANT TO THIS AGREEMENT; (IV) MAY RELY ON AND SHALL BE PROTECTED IN
ACTING OR REFRAINING FROM ACTING UPON ANY WRITTEN NOTICE, INSTRUCTION,
INSTRUMENT, STATEMENT, REQUEST OR DOCUMENT FURNISHED TO IT HEREUNDER AND
BELIEVED BY THE ESCROW AGENT IN GOOD FAITH TO BE GENUINE AND TO HAVE BEEN SIGNED
OR PRESENTED BY THE PROPER PERSON OR PARTY, WITHOUT BEING REQUIRED TO DETERMINE
THE AUTHENTICITY OR CORRECTNESS OF ANY FACT STATED THEREIN OR THE PROPRIETY OR
VALIDITY OR THE SERVICE THEREOF; (V) MAY ASSUME THAT ANY PERSON PURPORTING TO
GIVE NOTICE OR MAKE ANY STATEMENT OR EXECUTE ANY DOCUMENT IN CONNECTION WITH THE
PROVISIONS HEREOF HAS BEEN DULY AUTHORIZED TO DO SO; (VI) SHALL NOT BE
RESPONSIBLE FOR THE IDENTITY, AUTHORITY OR RIGHTS OF ANY PERSON, FIRM OR COMPANY
EXECUTING OR DELIVERING OR PURPORTING TO EXECUTE OR DELIVER THIS AGREEMENT OR
ANY DOCUMENT OR ANY FUNDS DEPOSITED HEREUNDER OR ANY ENDORSEMENT THEREON OR
ASSIGNMENT THEREOF; (VII) SHALL NOT BE UNDER
4
ANY DUTY TO GIVE THE PROPERTY HELD BY ESCROW AGENT HEREUNDER ANY GREATER DEGREE
OF CARE THAN ESCROW AGENT GIVES ITS OWN SIMILAR PROPERTY; AND (VIII) MAY CONSULT
COUNSEL SATISFACTORY TO ESCROW AGENT (INCLUDING, WITHOUT LIMITATION, LOEB &
LOEB, LLP OR SUCH OTHER COUNSEL OF ESCROW AGENT'S CHOOSING), THE OPINION OF SUCH
COUNSEL TO BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION IN RESPECT OF ANY
ACTION TAKEN, SUFFERED OR OMITTED BY ESCROW AGENT HEREUNDER IN GOOD FAITH AND IN
ACCORDANCE WITH THE OPINION OF SUCH COUNSEL.
(B)
THE PURCHASER AND THE COMPANIES ACKNOWLEDGE
THAT THE ESCROW AGENT IS ACTING SOLELY AS A STAKEHOLDER AT THEIR REQUEST AND
THAT THE ESCROW AGENT SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY ESCROW AGENT
IN GOOD FAITH AND BELIEVED BY ESCROW AGENT TO BE AUTHORIZED OR WITHIN THE RIGHTS
OR POWERS