(C)
YOU ARE HEREBY EXPRESSLY AUTHORIZED TO
DISREGARD ANY AND ALL WARNINGS GIVEN BY ANY OF THE PARTIES HERETO OR BY ANY
OTHER PERSON OR COMPANY, EXCEPTING ONLY ORDERS OR PROCESS OF COURTS OF LAW, AND
ARE HEREBY EXPRESSLY AUTHORIZED TO COMPLY WITH AND OBEY ORDERS, JUDGMENTS OR
DECREES OF ANY COURT.
IN CASE YOU OBEY OR COMPLY WITH ANY SUCH ORDER, JUDGMENT
OR DECREE OF ANY COURT, YOU SHALL NOT BE LIABLE TO ANY OF THE PARTIES HERETO OR
TO ANY OTHER PERSON, FIRM OR COMPANY BY REASON OF SUCH COMPLIANCE,
NOTWITHSTANDING ANY SUCH ORDER, JUDGMENT OR DECREE BEING SUBSEQUENTLY REVERSED,
MODIFIED, ANNULLED, SET ASIDE, VACATED OR FOUND TO HAVE BEEN ENTERED WITHOUT
JURISDICTION.
(D)
YOU SHALL NOT BE LIABLE IN ANY RESPECT ON
ACCOUNT OF THE IDENTITY, AUTHORITY OR RIGHTS OF THE PARTIES EXECUTING OR
DELIVERING OR PURPORTING TO EXECUTE OR DELIVER THE AGREEMENT OR ANY DOCUMENTS OR
PAPERS DEPOSITED OR CALLED FOR HEREUNDER.
(E)
YOU SHALL BE ENTITLED TO EMPLOY SUCH LEGAL
COUNSEL AND OTHER EXPERTS AS YOU MAY DEEM NECESSARY PROPERLY TO ADVISE YOU IN
CONNECTION WITH YOUR OBLIGATIONS HEREUNDER AND MAY RELY UPON THE ADVICE OF SUCH
COUNSEL.
(F)
YOUR RIGHTS AND RESPONSIBILITIES AS
ESCROW AGENT HEREUNDER SHALL TERMINATE IF (I) YOU CEASE TO BE SECRETARY OF THE
COMPANY OR (II) YOU RESIGN BY WRITTEN NOTICE TO EACH PARTY.
IN THE EVENT OF A
TERMINATION UNDER CLAUSE (I), YOUR SUCCESSOR AS SECRETARY SHALL BECOME ESCROW
AGENT HEREUNDER; IN THE EVENT OF A TERMINATION UNDER CLAUSE (II), THE COMPANY
SHALL APPOINT A SUCCESSOR ESCROW AGENT HEREUNDER.
(G)
IF YOU REASONABLY REQUIRE OTHER OR FURTHER
INSTRUMENTS IN CONNECTION WITH THESE JOINT ESCROW INSTRUCTIONS OR OBLIGATIONS IN
RESPECT HERETO, THE NECESSARY PARTIES HERETO SHALL JOIN IN FURNISHING SUCH
INSTRUMENTS.
(H)
IT IS UNDERSTOOD AND AGREED THAT SHOULD ANY
DISPUTE ARISE WITH RESPECT TO THE DELIVERY AND/OR OWNERSHIP OR RIGHT OF
POSSESSION OF THE SECURITIES HELD BY YOU HEREUNDER, YOU
8
ARE AUTHORIZED AND DIRECTED TO RETAIN IN YOUR POSSESSION WITHOUT LIABILITY TO
ANYONE ALL OR ANY PART OF SAID SECURITIES UNTIL SUCH DISPUTE SHALL HAVE BEEN
SETTLED EITHER BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES CONCERNED OR BY A
FINAL ORDER, DECREE OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION AFTER THE
TIME FOR APPEAL HAS EXPIRED AND NO APPEAL HAS BEEN PERFECTED, BUT YOU SHALL BE
UNDER NO DUTY WHATSOEVER TO INSTITUTE OR DEFEND ANY SUCH PROCEEDINGS.
(I)
THESE JOINT ESCROW INSTRUCTIONS SET
FORTH YOUR SOLE DUTIES WITH RESPECT TO ANY AND ALL MATTERS PERTINENT HERETO AND
NO IMPLIED DUTIES OR OBLIGATIONS SHALL BE READ INTO THESE JOINT ESCROW
INSTRUCTIONS AGAINST YOU.
(J)
THE COMPANY SHALL INDEMNIFY YOU AND HOLD
YOU HARMLESS AGAINST ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS, AND
EXPENSES, INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS, FOR ANYTHING DONE OR
OMITTED TO BE DONE BY YOU AS ESCROW AGENT IN CONNECTION WITH THIS AGREEMENT OR
THE PERFORMANCE OF YOUR DUTIES HEREUNDER, EXCEPT SUCH AS SHALL RESULT FROM YOUR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
5.
NOTICE.