SUCH WRIT, ORDER OR DECREE BEING
SUBSEQUENTLY REVERSED, MODIFIED, ANNULLED, SET ASIDE OR VACATED; (IV) THE ESCROW
AGENT MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, DEPOSIT THE ADJUSTMENT ESCROW
SHARES OR SO MANY THEREOF AS REMAINS IN ITS HANDS WITH THE THEN CHIEF OR
PRESIDING JUDGE OF THE FEDERAL DISTRICT COURT WHOSE JURISDICTION INCLUDES
CHICAGO, ILLINOIS OR NEW YORK, NEW YORK, AND INTERPLEAD THE PARTIES HERETO, AND
UPON SO DEPOSITING SUCH PROPERTY AND FILING ITS COMPLAINT IN INTERPLEADER, IT
SHALL BE RELIEVED OF ALL LIABILITY UNDER THE TERMS HEREOF AS TO THE PROPERTY SO
DEPOSITED AND SHALL BE ENTITLED TO RECOVER IN SUCH INTERPLEADER ACTION, FROM THE
OTHER PARTIES HERETO, ITS REASONABLE OUT-OF-POCKET ATTORNEYS' FEES AND RELATED
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN COMMENCING AND PROSECUTING SUCH
ACTION AND FURTHERMORE, THE PARTIES HERETO FOR THEMSELVES, THEIR SUCCESSORS AND
ASSIGNS, DO HEREBY SUBMIT THEMSELVES TO THE JURISDICTION OF SAID COURT AND DO
HEREBY APPOINT THE THEN CLERK, OR ACTING CLERK, OF SAID COURT AS THEIR AGENT FOR
THE
4
SERVICE OF ALL PROCESS IN CONNECTION WITH SUCH PROCEEDINGS; (V) IN CASE THE
ESCROW AGENT BECOMES INVOLVED IN LITIGATION IN CONNECTION WITH THIS AGREEMENT,
IT SHALL HAVE THE RIGHT TO RETAIN COUNSEL, AND SHALL HAVE A LIEN ON THE
ADJUSTMENT ESCROW SHARES FOR ALL REASONABLE AND NECESSARY OUT-OF-POCKET COSTS,
ATTORNEYS' FEES, CHARGES, DISBURSEMENTS AND EXPENSES IN CONNECTION WITH SUCH
LITIGATION TO THE EXTENT OF THE ONE-HALF PORTION THEREOF WHICH IS THE
RESPONSIBILITY OF THE REPRESENTATIVE; (VI) IF THE ESCROW AGENT'S FEES, COSTS,
EXPENSES, OR REASONABLE ATTORNEY'S FEES PROVIDED FOR HEREIN ARE NOT PROMPTLY
PAID, THE ESCROW AGENT SHALL HAVE THE RIGHT TO SELL THE ADJUSTMENT ESCROW SHARES
HELD HEREUNDER AND REIMBURSE ITSELF THEREFOR FROM THE PROCEEDS OF SUCH SALE OR
FROM THE CASH HELD HEREUNDER, IN EACH CASE, TO THE EXTENT OF THE ONE-HALF
PORTION THEREOF WHICH IS THE RESPONSIBILITY OF THE REPRESENTATIVE; AND (VII)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE ESCROW AGENT SHALL BE UNDER
NO DUTY TO MONITOR OR ENFORCE COMPLIANCE BY HOLDCO, BUYER, THE COMPANY
REPRESENTATIVE OR THE BUYER REPRESENTATIVE WITH ANY TERM OR PROVISION OF THE
MERGER AGREEMENT.
(B)
RESIGNATION, REMOVAL, NEW ESCROW AGENT.
THE
ESCROW AGENT RESERVES THE RIGHT TO RESIGN AT ANY TIME BY GIVING AT LEAST 30-DAYS
ADVANCE WRITTEN NOTICE OF RESIGNATION TO THE BUYER REPRESENTATIVE AND THE
COMPANY REPRESENTATIVE, SPECIFYING THE EFFECTIVE DATE THEREOF.
SIMILARLY, THE
ESCROW AGENT MAY BE REMOVED AND REPLACED FOLLOWING THE DELIVERY OF A 30-DAYS
ADVANCE WRITTEN NOTICE TO THE ESCROW AGENT BY THE BUYER REPRESENTATIVE AND THE
COMPANY REPRESENTATIVE.
WITHIN THIRTY (30) DAYS AFTER THE RECEIPT OF ONE OF THE
NOTICES REFERRED TO ABOVE, THE BUYER REPRESENTATIVE AND THE COMPANY
REPRESENTATIVE AGREE TO APPOINT A SUCCESSOR ESCROW AGENT (A "SUCCESSOR ESCROW
AGENT").
THE SUCCESSOR ESCROW AGENT SHALL BE A PARTY TO AND AGREE TO BE LEGALLY
BOUND BY THIS AGREEMENT BY MEANS OF A JOINDER AGREEMENT WHICH ITS SIGNATURE PAGE
SHALL BE DEEMED TO BE A COUNTERPART SIGNATURE PAGE TO THIS AGREEMENT.
THE
SUCCESSOR ESCROW AGENT SHALL