ESCROW AGENT'S DUTIES AND
RESPONSIBILITIES SHALL BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
THE PURCHASERS AND THE COMPANY ACKNOWLEDGE AND AGREE THAT THE ESCROW AGENT
(I) SHALL NOT BE REQUIRED TO INQUIRE INTO WHETHER THE CREDITOR PARTIES, THE
COMPANY 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 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.
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THE PURCHASERS AND THE COMPANY 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 CONFERRED UPON ESCROW
AGENT BY THIS AGREEMENT.
THE PURCHASERS AND THE COMPANY HEREBY, JOINTLY AND
SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE ESCROW AGENT AND ANY OF ESCROW
AGENT'S PARTNERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND
ALL ACTIONS TAKEN OR OMITTED TO BE TAKEN BY ESCROW AGENT OR ANY OF THEM
HEREUNDER AND ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS, DAMAGES AND
EXPENSES SUFFERED AND/OR INCURRED BY THE ESCROW AGENT ARISING IN ANY MANNER
WHATSOEVER OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR ANY
TRANSACTION RELATED IN ANY WAY HERETO, INCLUDING THE FEES OF OUTSIDE