IN THE NATURE OF
INTERPLEADER IN THE UNITED STATES DISTRICT COURT IN HARRIS COUNTY, TEXAS.
(G)
THE ESCROW AGENT SHALL BE ENTITLED TO
REASONABLE COMPENSATION FROM BUYER FOR ALL SERVICES RENDERED BY IT HEREUNDER.
THE ESCROW AGENT SHALL ALSO BE ENTITLED TO REIMBURSEMENT FROM BUYER FOR ALL
EXPENSES PAID OR INCURRED BY IT IN THE ADMINISTRATION OF ITS DUTIES HEREUNDER
INCLUDING, BUT NOT LIMITED TO, ALL COUNSEL, ADVISORS' AND AGENTS' FEES AND
DISBURSEMENTS AND ALL TAXES OR OTHER GOVERNMENTAL CHARGES.
(H)
FROM TIME TO TIME ON AND AFTER THE DATE
HEREOF, BUYER AND THE REPRESENTATIVE SHALL DELIVER OR CAUSE TO BE DELIVERED TO
THE ESCROW AGENT SUCH FURTHER DOCUMENTS AND INSTRUMENTS AND SHALL DO OR CAUSE TO
BE DONE SUCH FURTHER ACTS AS THE ESCROW AGENT SHALL REASONABLY REQUEST TO CARRY
OUT MORE EFFECTIVELY THE PROVISIONS AND PURPOSES OF THIS AGREEMENT, TO EVIDENCE
COMPLIANCE HEREWITH OR TO ASSURE ITSELF THAT IT IS PROTECTED IN ACTING
HEREUNDER.
(I)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE ESCROW AGENT SHALL NOT BE RELIEVED FROM LIABILITY HEREUNDER FOR
ITS OWN GROSS NEGLIGENCE OR ITS OWN WILLFUL MISCONDUCT.
6.
NO IMPLIED DUTIES.
THIS AGREEMENT
EXPRESSLY SETS FORTH ALL THE DUTIES OF THE ESCROW AGENT WITH RESPECT TO ANY AND
ALL MATTERS PERTINENT HERETO. NO IMPLIED DUTIES OR OBLIGATIONS SHALL BE READ
INTO THIS AGREEMENT AGAINST THE ESCROW AGENT. THE ESCROW AGENT SHALL NOT BE
BOUND BY THE PROVISIONS OF ANY AGREEMENT AMONG THE PARTIES HERETO EXCEPT THIS
AGREEMENT AND SHALL HAVE NO DUTY TO INQUIRE INTO THE TERMS AND CONDITIONS OF ANY
AGREEMENT MADE OR ENTERED INTO IN CONNECTION WITH THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE PURCHASE AGREEMENT.
7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES AND THEIR
RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN.
THIS AGREEMENT CANNOT BE CHANGED OR
TERMINATED EXCEPT BY A WRITING SIGNED BY BUYER, THE REPRESENTATIVE AND THE
ESCROW AGENT.
8.
CONSENT TO JURISDICTION.
BUYER AND THE
REPRESENTATIVE EACH HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
AND STATE COURTS SITTING IN HARRIS COUNTY, TEXAS, WITH RESPECT TO ANY CLAIM OR
CONTROVERSY ARISING OUT OF THIS AGREEMENT. SERVICE OF PROCESS IN ANY ACTION OR
PROCEEDING BROUGHT AGAINST BUYER OR THE REPRESENTATIVE IN RESPECT OF ANY SUCH
CLAIM OR CONTROVERSY MAY BE MADE UPON IT BY REGISTERED MAIL, POSTAGE PREPAID,
RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED IN SECTION 9, WITH COPIES
DELIVERED BY NATIONALLY RECOGNIZED OVERNIGHT CARRIER TO KEAN, MILLER, HAWTHORNE,
D'ARMOND, MCCOWAN & JARMAN, L.L.P., P.O. BOX 3513 (70821), SUITE 1800, ONE
AMERICAN PLACE, BATON ROUGE, LA
70803, ATTENTION:
G. BLANE CLARK, JR., ESQ.,
AND TO RUTAN & TUCKER, 611 ANTON BOULEVARD, SUITE 1400, COSTA MESA, CA
92626-1931, ATTENTION:
GEORGE WALL, ESQ.
9.
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED
GIVEN IF GIVEN BY HAND OR