Common use of Additional Provisions Clause in Contracts

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will shall be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or and accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it. (9) Any entity resulting from the merger, amalgamation or otherwise received continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by itsale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall endure to the benefit of and be binding upon the parties hereto and their successors and assigns. (10) The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement and all such statements and recitals are and shall be deemed to be made by the other Parties to this Agreement. (11) Notwithstanding any provisions contained in this Agreement, if the Escrow Agent continues to hold the escrow securities in escrow after five (5) years from the date of this Agreement, then the Escrow Agent shall return the escrow securities to the Issuer to be held in trust for the Securityholders and the duties and obligations of the Escrow Agent under this Agreement shall cease immediately.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of National or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities Escrow Securities in electronic electronic, or uncertificated form only, pending release of such securities Escrow Securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities Escrow Securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities Escrow Securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall endure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred collectivelyreferred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other theother Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of adviceof such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received otherwisereceived by it. (9) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. Calculation Agent: Seller, unless (1i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty in its sole discretion will be the Calculation Agent. In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent or the Determining Party, the Disputing Party shall have the right to require that the Calculation Agent or the Determining Party, as applicable, have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent” or “Substitute Determining Party,” as applicable). If the parties are unable to agree on a Substitute Calculation Agent or Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the end of the subsequent Local Business Day. Such Third Party Dealer shall be deemed to be the Substitute Calculation Agent or Substitute Determining Party, as applicable. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent or Determining Party, as applicable, not later than the third Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, as applicable, notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s or Substitute Determining Party’s, appointment, as applicable. The Escrow costs of such Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be borne by (a) the Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, substantially agrees with the Calculation Agent or Determining Party, or (b) the non-Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, does not substantially agree with the Calculation Agent or Determining Party, as applicable. If, after following the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination of the Calculation Agent or Determining Party, as applicable, shall apply. Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will be protected promptly (but in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred event within five Exchange Business Days) provide to as “Documents”) furnished to it and purportedly signed Counterparty by any officer or person required to or entitled to execute and deliver email to the Escrow email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such Document in connection with this Agreementadjustment, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth determination or accuracy of calculation or any information therein contained, which it that is subject to an obligation not to disclose such information. All calculations and determinations by the Calculation Agent shall be made in good faith believes to be genuineand in a commercially reasonable manner. Non-Reliance: Applicable. Agreements and Acknowledgements Regarding Hedging Activities: Applicable. Additional Acknowledgements: Applicable. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent will be protected Landlord shall provide Notice to Assignee of any default by Assignor under the Lease at the same time that Notice is provided to Assignor and, in acting the event that Assignor fails to cure such default within the time period provided in the Lease, Landlord shall give Assignee Notice of such failure and relying shall permit Assignee the right, at Assignee’s option and without assuming the Lease or waiving its right to assume the Lease, to cure any such default with a period of ten (10) days, measured from the date of such Notice to Assignee that Assignor has not cured the default (or, if the default is not reasonably upon any noticecapable of being cured within said ten (10) day period, directionthen such longer period as is reasonably necessary to effectuate cure, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document provided that cure is commenced within said ten (collectively referred to as “Documents”10) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver day period to the Escrow Agent extent possible and thereafter diligently prosecuted to completion). Assignee’s failure to cure any such Document in connection with defaults under this AgreementSection 5(a) shall not impair or prejudice Assignee’s rights under this Assignment, not only as including the right to its due execution give a Notice of Intent to Assume and the validity and effectiveness of its provisions, but also as obligation to cure after the truth or accuracy of any information therein contained, which it Assignment Effective Date the Curable Defaults identified in good faith believes to be genuinethe Termination Notice. (2b) The Escrow Agent Assignor will not, without Assignee’s written consent, which may be withheld in Assignee’s sole discretion: (i) assign Assignor's rights under or interest in the Lease to any person or otherwise transfer or encumber Assignor’s right, title, or interest in or to the Lease, including through any leasehold mortgage or (ii) surrender or terminate the Lease. Landlord will not be bound by any notice of a claim consent or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect agree to any escrow securities actions that are prohibited pursuant to this sub-section 5(b) without the written consent of Assignee, which may be withheld in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by itAssignee’s sole discretion.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver In addition to the Escrow Agent other conditions precedent herein set forth, if any such Document in connection with this AgreementLender becomes, not only as to its due execution and during the validity and effectiveness of its provisionsperiod it remains, but also as to a Defaulting Lender, the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent Issuing Bank will not be bound by required to issue any notice Letter of a claim Credit or demand with respect thereto, or to amend any waiver, modification, amendment, termination or rescission outstanding Letter of this Agreement unless received by it in writingCredit, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and Swingline Lenders will not be liable for refusing required to act make any Swingline Loan, unless it has received clear and reasonable documentation the Issuing Bank or the applicable Swingline Lender, as the case may be, is satisfied that complies with any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to the terms Issuing Bank or such Swingline Lender of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment.following: (7a) The Escrow Agent is authorized to cancel any share certificate delivered to it the LC Exposure and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release the Swingline Exposure of such securities from escrow.Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Loans, to the Non-Defaulting Lenders as provided in clause (i) of Section 2.19(b); (8) The Escrow Agent will have no responsibility with respect to any escrow securities b) without limiting the provisions of Section 2.19(a), the Borrower Cash Collateralizes the obligations of the Borrower in respect of which no share certificate such Letter of Credit or other evidence Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or electronic otherwise) of such Defaulting Lender in respect of such Letter of Credit or uncertificated form of these securities has been delivered to itSwingline Loan, or makes other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the applicable Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and (c) then in the case of a proposed issuance of a Letter of Credit or making of a Swingline Loan, by an instrument or instruments in form and substance satisfactory to the Administrative Agent, and to the Issuing Bank and the applicable Swingline Lender, as the case may be, the Borrower agrees that the face amount of such requested Letter of Credit or the principal amount of such requested Swingline Loan will be reduced by an amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such Defaulting Lender would otherwise received be liable, in which case the obligations of the Non-Defaulting Lenders in respect of such Letter of Credit or Swingline Loan will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders, and the pro rata payment provisions of Section 2.17(c) will be deemed adjusted to reflect this provision; provided that (i) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure, total Swingline Exposure and total LC Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (ii) neither any such reallocation nor any payment by ita Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lenders or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.

Additional Provisions. Supplementing the provisions of Article FOURTEENTH hereof, this lease, and all rights of Tenant hereunder, are and shall be, subject and subordinate, in all respects to all future mortgages or ground leases (1) The Escrow Agent will be protected in acting and relying reasonably upon any noticecollectively, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as the “DocumentsMortgage”) furnished now or hereafter made covering the building, and to it all renewals, modifications, spreaders, consolidations, replacements and purportedly signed extensions thereof, and to each and all of the rights of the respective holders thereof, provided that such subordination is conditioned upon Landlord first obtaining on behalf of Tenant a subordination, nondisturbance and attornment agreement from the holder of any mortgage. Tenant shall pay any costs or fees charged by Landlord’s mortgagee in connection with any officer Non-Disturbance Agreement. Such Non-Disturbance Agreement shall provide that if the mortgage shall terminate or person required be terminated for any reason, such mortgagee will not evict Tenant, disturb Tenant’s possession under this lease, or terminate or disturb Tenant’s leasehold estate or rights hereunder, and will recognize Tenant as the direct Tenant of such mortgagee on the same terms and conditions as are contained in this lease and such mortgagee shall not make Tenant a party in any action to foreclose such mortgage or entitled to remove or evict Tenant from the Premises, provided no default by Tenant beyond the applicable cure period shall have occurred and be continuing. In confirmation of such subordination, Tenant shall promptly execute and deliver any certificate that any such holder may request. To the extent not so provided by applicable law, in the event of the enforcement by such holder of the remedies provided for by law or by the Mortgage, if such holder or any successors or assigns of such holder shall succeed to the Escrow Agent interest of Landlord under this lease whether through possessory or foreclosure action or a deed in lieu of foreclosure or otherwise and this lease shall not be terminated or affected by such foreclosure or any such Document proceedings, Tenant shall attorn to and recognize such holder (or its successors or assigns) as its Landlord upon the terms, covenants, conditions and agreements contained in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as lease to the truth same extent and in the same manner as if this lease was a direct lease between such holder (or accuracy its successors or assigns) and Tenant, except that such holder (or its successors or assigns), whether or not it shall have succeeded to the interest of Landlord under this lease, shall not (a) have any liability for refusal or failure to perform or complete any work required to be performed by Landlord under this lease or any work letter annexed hereto, to prepare the demised premises for occupancy in accordance with the provisions of this lease, (b) be liable for any act, omission or default of any information therein containedprior Landlord under this lease, (c) be subject to any offsets, claims or defenses which it in good faith believes shall have heretofore accrued to be genuine. Tenant against any prior Landlord under this lease, (2d) The Escrow Agent will not be bound by any notice of a claim fixed rent or demand with respect theretoadditional rent or rent which Tenant might have paid to any prior Landlord for more than one (1) month in advance (except for any security deposited by Tenant hereunder), and/or (e) be bound by any cancellation, abridgement, surrender, modification or any waiver, modification, amendment, termination or rescission amendment of this Agreement unless received by it in writinglease made, and signed by without the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements consent of such counsel or advisors. (4) In the event of any disagreement arising holder, if required under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdictionmortgage. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Endeavor Trust Corporation or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or the Seller . The Servicer shall deposit or cause to be deposited in the Collection Account (1i) The Escrow Agent will the Repurchase Price that it receives for each Mortgage Loan repurchased by the Company pursuant to Section 2.08 hereof, (ii) the Substitution Price that it receives in connection with each substitution for a Mortgage Loan by the Company pursuant to such Section 2.08, (iii) the Repurchase Price (as defined in the Mortgage Loan Purchase Agreement) that it receives for each Mortgage Loan repurchased by the Seller pursuant to Section 2.4 or 3.3 of the Mortgage Loan Purchase Agreement and (iv) the Substitution Price (as defined in the Mortgage Loan Purchase Agreement) that it receives in connection with each substitution for a Mortgage Loan by the Seller pursuant to such Section 2.4 or 3.3 thereof. Upon receipt by the Trustee of written notification, signed by a Servicing Officer, of the deposit in the Collection Account of the Repurchase Price or Substitution Price, as applicable, and (in the case of a substitution for a Mortgage Loan) upon receipt by the Trustee of such instruments of transfer or assignment, in each case without recourse, as shall be protected necessary to vest in acting the Trust title to any Substitute Mortgage Loan, the Trustee shall (or, if applicable, shall cause the Custodian in accordance with the Custodial Agreement to) on behalf of the Trust release to the Company or the Seller, as applicable, or to such person’s designee, the Mortgage File for such Mortgage Loan and relying reasonably upon shall execute and deliver (or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian in accordance with the Custodial Agreement to execute and deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in such person or its designee or assignee title to any noticesuch Mortgage Loan. In furtherance of the foregoing, directionif such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof or substitution therefor such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or the Seller, instructionas applicable, orderor such person’s assignee, certificate, confirmation, shall so request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to such person or its assignee and shall cause the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes Mortgage Loan to be genuine. removed from registration on the MERS® System in accordance with MERS’ rules and procedures. It is understood and agreed that the obligation of (2a) The Escrow Agent will not be bound by any notice of a claim or demand with respect theretothe Seller, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification pursuant to Section 2.4 of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Mortgage Loan Purchase Agreement, to repurchase or substitute for any Mortgage Loan as to which a defect in a constituent document exists, or (b) of the Escrow Agent Seller or the Company, as applicable, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement or Section 2.8 hereof, to repurchase or substitute for any Mortgage Loan as to which a breach has occurred and is not a party. (6) The Escrow Agent will have continuing, shall constitute the right not sole remedy respecting such defect or breach available to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms Trust or the Holders of this Agreement. Such documentation must not require the exercise of any discretion REMIC interests or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic the Certificates issued hereunder or uncertificated form only, pending release the Trustee on behalf of such securities from escrowHolders. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. The following additional provisions shall apply to each Letter of Credit: (1i) The Escrow Borrower shall give Agent will be protected notice requesting each issuance of a Letter of Credit hereunder as provided in acting SECTION 4.3 hereof and relying shall furnish such additional information regarding such transaction as Agent may reasonably upon any request. Upon receipt of such notice, directionAgent shall promptly notify each Revolving Loan Lender of the contents thereof and of such Lender's Revolving Loan Commitment Percentage of the amount of such proposed Letter of Credit. (ii) No Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of Loans plus (B) the aggregate Letter of Credit Liabilities would exceed the aggregate of the Revolving Loan Commitments. On each day during the period commencing with the issuance of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, instructionthe Revolving Loan Commitment of each Revolving Loan Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's Revolving Loan Commitment Percentage of the amount then available for drawings under such Letter of Credit (or any unreimbursed drawings under such Letter of Credit). (iii) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment thereunder, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it Agent shall promptly notify Borrower and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also each Lender as to the truth or accuracy of any information therein contained, which it in good faith believes amount to be genuinepaid as a result of such demand and the payment date therefor. If at any time prior to the earlier of the expiration date of a Letter of Credit or the Revolving Loan Termination Date any Issuer shall have made a payment to a beneficiary of a Letter of Credit in respect of a drawing under such Letter of Credit, each Revolving Loan Lender will pay to Agent immediately upon demand by such Issuer at any time during the period commencing after such payment until reimbursement thereof in full by Borrower, an amount equal to such Lender's Revolving Loan Commitment Percentage of such payment, together with interest on such amount for each day from the date of demand for such payment (or, if such demand is made after 11:00 a.m. Houston time on such date, from the next succeeding Business Day) to the date of payment by such Lender of such amount at a rate of interest per annum equal to the Federal Funds Rate for such period. To the extent that it is ultimately determined that the Borrower is relieved of its obligation to reimburse the applicable Issuer because of such Issuer's gross negligence or willful misconduct in determining that documents received under any applicable Letter of Credit comply with the terms thereof, the applicable Issuer shall be obligated to refund to the paying Lenders all amounts paid to such Issuer to reimburse Issuer for the applicable drawing under such Letter of Credit. (2iv) The Escrow Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse Agent, on the date on which the Agent notifies Borrower of the date and amount of any payment by the Issuer of any drawing under a Letter of Credit, for the amount paid by any Issuer upon such drawing, without presentment, demand, protest or other formalities of any kind, all of which are hereby waived. Such reimbursement may, subject to satisfaction of the conditions in SECTIONS 5.1 and 5.2 hereof and to the aggregate of the Revolving Loan Commitments (after adjustment in the same to reflect the elimination of the corresponding Letter of Credit Liability), be made by the borrowing of Loans. Agent will not be bound by any notice pay to each Revolving Loan Lender such Lender's Revolving Loan Commitment Percentage of a claim all amounts received from Borrower for application in payment, in whole or demand with respect theretoin part, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Reimbursement Obligation in respect of any Letter of Credit, but only to the extent such Lender has made payment to Agent in this Agreement are affected, unless it has given its prior written consentrespect of such Letter of Credit pursuant to CLAUSE (III) above. (3v) The Escrow Borrower will pay to Agent may consult with or retain such legal counsel and advisors as it may reasonably require at the Principal Office for the purpose account of discharging its duties each Revolving Loan Lender a letter of credit fee with respect to each Letter of Credit equal to the greater of (x) $500 or determining its rights under this Agreement and may rely and act upon (y) the advice then current Margin Percentage for LIBOR Borrowings multiplied by the face amount of such counsel Letter of Credit (and computed on the basis of the actual number of days elapsed in a year composed of 360 days), in each case for the period from and including the date of issuance of such Letter of Credit to and including the date of expiration or advisortermination thereof, such fee to be due and payable in advance. The Escrow Agent will give written notice pay to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for each Revolving Loan Lender, promptly after receiving any reasonable fees, expenses and disbursements payment in respect of such counsel or advisors. (4) In the event letter of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement credit fees referred to in this AgreementCLAUSE (V), an amount equal to which the Escrow Agent is not product of such Lender's Revolving Loan Commitment Percentage TIMES the amount of such fees. In addition to and cumulative of the above described fees, Borrower shall pay to Agent, for the account of the applicable Issuer, in advance on the date of the issuance of the applicable Letter of Credit, a partyfronting fee in an amount equal to 1/8% of the face amount of the applicable Letter of Credit (such fronting fee to be retained by the applicable Issuer for its own account). (6vi) The Escrow issuance by the applicable Issuer of each Letter of Credit shall, in addition to the conditions precedent set forth in SECTION 5 hereof, be subject to the conditions precedent (A) that such Letter of Credit shall be in such form and contain such terms as shall be reasonably satisfactory to Agent, and (B) that Borrower shall have executed and delivered such Applications and other instruments and agreements relating to such Letter of Credit as Agent will shall have the right reasonably requested and are not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies inconsistent with the terms of this Agreement. Such documentation must not require In the exercise event of a conflict between the terms of this Agreement and the terms of any discretion or independent judgmentApplication, the terms hereof shall control. (7vii) The Escrow Agent is authorized Issuer will send to cancel the Borrower and each Lender, immediately upon issuance of any share certificate delivered to it Letter of Credit issued by Issuer or any amendment thereto, a true and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release correct copy of such securities from escrowLetter of Credit or amendment. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) Except as otherwise expressly provided in this Agreement, the Distributor may not assign, delegate or sublicense any of its rights or duties hereunder, by operation of law or otherwise, to any other person or entity without the prior written consent of Bollore before such assignment, delegation or sublicense is made; provided, however, that the Distributor may, upon prior written notice to Bollore, assign this Agreement to a wholly-owned subsidiary provided that (i) such assignee shall agree in a writing reasonably acceptable to Bollore, to be bound by the terms of this Agreement, and (ii) the Distributor shall continue to be primarily liable hereunder on its own behalf and on behalf of such assignee. Bollore may assign, delegate or sublicense this Agreement, or any of its rights or obligations hereunder, provided Bollore shall remain primarily liable hereunder for itself and on behalf of any party to which such assignment, delegation or sublicense is made. In addition, Bollore may assign this Agreement (with prior written notice to the Distributor, but without its consent) to an unaffiliated third party purchaser (by purchase, license or otherwise) of Bollore's rights to the "ZIG-ZAG" trademark in the Territory, in which event such purchaser shall be bound by this Agreement, and Bollore shall have no further liability hereunder, except with regard to matters arising prior to such assignment. In the event that Bollore assigns this Agreement to a third party as contemplated by the immediately preceding sentence prior to the tenth anniversary of the Effective Date of this Agreement (the "Transfer Price Protection Period"), the price provisions under Sections 3(a), (b) and (c) shall continue for the shorter of five years or the expiration of the Transfer Price Protection Period, and such assignee shall not have the right to exercise any right to renegotiate such price formula pursuant to Section 3(d) until 120 days prior to the earlier of the expiration of five years after the date such assignment becomes effective or the expiration of such Transfer Price Protection Period. (b) The Escrow Agent will parties hereto agree that with regard to the licenses granted to the Distributor pursuant to Section 6 hereof, no assignment or transfer of the goodwill to the Bollore Trademarks is or has been deemed to have taken effect, and the Distributor and Bollore acknowledge and agree that all proprietary interest in and to the Bollore Trademarks shall remain with Bollore. (c) Any notice required under this Agreement shall be protected deemed duly given (i) upon receipt by delivery in acting and relying reasonably upon person or by courier or by telegram, telex, telefacsimile which is confirmed by letter mailed certified or registered mail or (ii) 5 days after being mailed by registered or certified mail, postage prepaid return receipt requested, addressed as follows: If to Bollore: and, in the case of any noticenotice relating to a claimed breach of this Agreement, directionwith a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, instructionEsq. Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, order▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telefax: ▇▇▇-▇▇▇-▇▇▇▇ If to the Distributor: North Atlantic Trading Company, certificateInc. ▇/▇ ▇▇▇▇▇, confirmation▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 1301 Avenue of the ▇▇▇▇▇▇▇▇, request▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, waiver▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Telefax: ▇▇▇-▇▇▇-▇▇▇▇ and, consentin the case of any notice relating to a claimed breach of this Agreement, receiptwith a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, statutory declaration or Esg. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telefax: ▇▇▇-▇▇▇-▇▇▇▇ Any party may change its address for the giving of notice by notice given in the above manner. No other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed form of giving notice is precluded, but notice given by any officer or person required to or entitled to execute other means shall not be duly given unless and deliver to until actually received by the Escrow Agent addressee. (d) Should any such Document dispute arise in connection with this Agreement, including, without limitation, the interpretation of this Agreement, or the performance or breach of any provision herein, or a purchase price adjustment is required under the last paragraph of Section 2 or under Section 3(d) and such dispute cannot only be settled by good faith negotiation between the parties in accordance with the terms hereof, at the written request of either party, such dispute shall be finally and conclusively settled by binding arbitration held and conducted in the State of New York in accordance with the rules of the American Arbitration Association; except that any dispute regarding whether any Product meets Bollore's quality standards shall be submitted to an Independent Evaluator as to its due execution contemplated by Section 2 or 8(c). Such arbitration shall be conducted by a panel of three arbitrators who are each an industry expert. Each party shall appoint one arbitrator within 15 days who is unaffiliated with that party and the validity and effectiveness two appointed arbitrators shall agree on a third unaffiliated arbitrator within 15-days. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of its provisionsthe award or an order for enforcement, but also as the case may be. The foregoing, however, shall not preclude either party from bringing an action in the courts for equitable relief pursuant to Section 5(c), or terminating this Agreement pursuant to Section 6(b) or (c). The submission of any dispute for resolution to arbitration or to the truth courts, as aforesaid, shall not, in and of itself, operate to terminate this Agreement. Each party shall bear its own costs incurred during the arbitration, and shall equally share the filing or accuracy of any information therein contained, which it in good faith believes other fees required to be genuineinstitute the arbitration. (2e) The Escrow Agent will not be bound by any notice of a claim or demand with respect theretoNotwithstanding anything to the contrary contained in this Agreement, or any waiver, modification, amendment, termination or rescission the effectiveness of this Agreement unless received by it in writing, is contingent upon (i) the Closing under the Asset Purchase Agreement and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification (ii) Bollore's receipt of the Escrow Agent Closing Consent Payment as defined in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisorConsent Agreement. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms For purposes of this Agreement, the Escrow Agent will "Effective Date" of this Agreement shall be entitledthe date of such Closing. This Agreement shall terminate and shall be of no further force and effect if the Closing has not occurred on or before February 1, at its option, 1993. The Distributor shall have no liability under the Bollore Documents for matters arising prior to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court Effective Date of competent jurisdictionthis Agreement. (5f) The Escrow Agent will have no duties This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, supersedes the Bollore Documents in their entirety and all prior agreements relating to the subject matter hereof, and can be amended, changed or responsibilities except as expressly provided extended only by a writing duly signed by both of the parties. No waiver of a breach hereunder shall be valid unless contained in this a writing duly signed by the waiving party and a waiver given on any one occasion shall not be deemed to be a waiver of the same or any other breach on any other occasion. This Agreement shall be governed by and will have no duty or responsibility construed under the Policy or arising under any other agreement, including any agreement referred internal laws of the State of New York applicable to in this Agreement, contracts made and to which be performed within the Escrow Agent is not a partyState of New York. (6g) The Escrow Agent will have the right not to act and will not This Agreement may be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities signed in electronic or uncertificated form onlycounterparts, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect each of which no share certificate or other evidence or electronic or uncertificated form shall be an original and both of these securities has been delivered to it, or otherwise received by itwhich together shall constitute one and the same instrument.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6 of this Agreement, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Endeavor Trust Corporation or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or and accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the ExchangeCanadian stock exchange in which the Issuer’s securities are listed upon, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has is had retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall endure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will shall be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or and accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it. (9) Any entity resulting from the merger, amalgamation or otherwise received continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by itsale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall endure to the benefit of and be binding upon the parties hereto and their successors and assigns. (10) The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement and all such statements and recitals are and shall be deemed to be made by the other Parties to this Agreement.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, securities regulators with jurisdiction and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Endeavor Trust or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will 12.1 This Agreement constitutes the entire Agreement between the parties, and there are no terms other than those contained herein. No variation hereof shall be protected deemed valid unless in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, writing and signed by the other Parties parties hereto, and approved no discharge of the terms hereof shall be deemed valid unless by full performance by the Exchangeparties hereto, andor by a writing signed by the parties hereto. 12.2 This Agreement shall inure to the benefit of and be binding upon the Corporations, if their successors and assigns, and the duties Executive, his heirs, executors, administrators and legal representatives. 12.3 This Agreement shall not be terminated, voluntarily or indemnification involuntarily, by the liquidation or dissolution of the Escrow Agent in Corporations or by the merger or consolidation of the Corporations with or into another corporation. 12.4 Whenever possible, each provision of this Agreement are affectedwill be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, unless it has given its prior written consentillegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision, or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. 12.5 This Agreement shall be governed by the internal laws of the State of Indiana without giving effect to principles of conflicts of law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court located in Indianapolis, Indiana over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives to the fullest extent permitted by law, (3i) The Escrow Agent the right to a trial by jury; (ii) any objection that they may consult now or hereafter have to the venue of any such suit, action or proceeding brought in any such court; or (iii) any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Final judgment in any suit, action or proceeding brought in any such court shall be conclusive and binding upon each party duly served with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement process therein and may rely and act be enforced in the courts of the jurisdiction of which either party or any of their property is subject, by a suit upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisorsjudgment. (4) 12.6 This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall be deemed to be one and the same instrument. 12.7 In the event of any disagreement proceeding involving a claim or dispute arising under the terms of this Agreement, the Escrow Agent will prevailing party (by motion, on the merits, or otherwise) shall be entitledentitled to recover, at its optionin addition to any remedy awarded in such proceeding, to refuse to comply with any all costs and all demands whatsoever until expenses, including actual attorneys fees, incurred by the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdictionprevailing party in such proceeding. (5) 12.8 The Escrow Agent will have no duties or responsibilities except as expressly provided in headings of this Agreement are for the convenience of reference only and will have no duty or responsibility under the Policy or arising under shall not affect in any other agreement, including manner any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with of the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgmentand conditions hereof. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events: i. Any breach of this Agreement; ii. Any of the representations and warranties of the Subadviser contained herein becomes untrue after the execution of this Agreement; iii. Any proposed assignment of this Agreement; iv. Any change in the Subadviser’s financial condition that could impact its abilities to perform its duties pursuant to this Agreement; v. The Subadviser becomes aware of any material fact respecting or relating to the Subadviser or the investment strategies of a Fund that is not contained in a Fund’s Registration Statement on Form N-1A, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be protected disclosed therein, and of any statement respecting or relating to the Subadviser, the Subadviser’s investment strategies or a Fund contained therein that becomes untrue in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration material respect; vi. Any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or other paper applicable law, rule or document (collectively referred regulation or if the Subadviser becomes aware that it is or likely may become subject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Subadviser from serving as “Documents”) furnished an investment adviser or performing its duties pursuant to it and purportedly signed this Agreement; vii. The Subadviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under the Agreement; and viii. The Subadviser is served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation at law or in equity, before or by any officer court, public board or body involving the affairs of any Fund. (b) The Subadviser is deemed to be an independent contractor and will, unless otherwise expressly provided or authorized by the Fund or the Adviser, have no authority to act for or represent any Fund in any way or otherwise be deemed an agent of any Fund. (c) Although each Fund is not a party hereto and shall have no responsibility for the Adviser’s or the Subadviser’s obligations hereunder, each Fund is named as explicit third party beneficiary of the parties’ agreements hereunder. No shareholder or any person required other than the Adviser and the Subadviser is a party to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and no shareholder or any person other than the Funds, the Adviser, and the validity Subadvisor shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement other than the Funds. Without limiting the generality of the foregoing, nothing in this Agreement is intended, or shall be read, (i) to create in any shareholder or person other than the Fund in question (including without limitation any shareholder in any Fund) any direct, indirect, derivative, or other rights against the Adviser or Subadviser, or (ii) to create or give rise to any duty or obligation on the part of the Adviser or Subadviser (including without limitation any fiduciary duty) to any shareholder or person other than the Fund, and effectiveness all of its provisionsthe rights, but also as duties, and obligations referred to in the truth or accuracy of any information therein contained, which it in good faith believes to be genuineforegoing clauses (i) and (ii) are hereby expressly excluded from this Agreement. (2d) The Escrow Agent will not be bound by any notice Subadviser represents and warrants that it is either registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity trading advisor and is a member of a claim or demand with respect theretothe National Futures Association (“NFA”), or any waiver, modification, amendment, termination is not required to be registered with the CFTC or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification to be a member of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentNFA. (3e) The Escrow Agent may consult with or retain such legal counsel Adviser represents that each Fund is a “qualified eligible person” (“QEP”) as defined in CFTC Rule 4.7 (“CFTC Rule 4.7”), and advisors the Trust will promptly notify the Sub-Adviser if the Fund ceases to be a QEP, and hereby consents to each Fund being treated as it may reasonably require for the purpose of discharging its duties or determining its rights an “exempt account” under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisorsCFTC Rule 4.7. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or counselor advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or counselor other advisors. The Issuer will pay or payor reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or counselor advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent will be protected Time is of the essence of this Work Letter Agreement. (b) If the Plans for the Work require the construction and installation of more fire hose cabinets or telephone/electrical closets than the number regularly provided by Landlord in acting the core of the Building in which the Premises are located, Tenant agrees to pay all costs and relying reasonably upon expenses arising from the construction and installation of such additional fire hose cabinets or telephone/electrical closets. (c) Tenant agrees that unless otherwise expressly provided in the Lease, neither this Agreement nor the Lease grants Tenant any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver right of access to the Escrow Agent any such Document roof of the Building. Should Landlord, in connection with this AgreementAgreement or the Lease, not only as agree to its due execution mount equipment of any nature on the Building roof, such equipment shall, at Landlord’s option, either be maintained and installed by Landlord, or maintained and installed under Landlord’s direction, unless this Agreement expressly provides otherwise, all at Tenant’s expense. Should this Agreement or the validity and effectiveness of its provisionsLease permit Tenant to install any equipment on the roof, but also as any modifications to the truth roof or accuracy of any information therein contained, which it in good faith believes the roof’s structure to accommodate that equipment shall be genuinemade at Tenant’s sole cost and expense. (2d) The Escrow Agent will not be bound by any notice Tenant agrees that should the nature of a claim or demand with respect thereto, its layout or any waiverof its equipment, modification, amendment, termination fixtures or rescission of this Agreement unless received by it furnishings to be placed in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification Premises place a burden in excess of the Escrow Agent Building’s designed load, which is 100 pounds per square foot, Tenant agrees to pay Landlord the cost of any modifications to the Building necessary to accommodate Tenant’s furniture, furnishings or layout, as well as any design, engineering or other professional fees incurred by Landlord in this Agreement are affected, unless it has given its prior written consentconnection with such modifications. (3e) The Escrow Agent may consult with or retain such legal counsel Any person signing this Work Letter Agreement on behalf of Landlord and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under Tenant warrants and represents he has authority to sign and deliver this Work Letter Agreement and may rely and act upon bind the advice party on behalf of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it which he has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisorssigned. (4f) In If Tenant fails to make any payment relating to the event of any disagreement arising under the terms of this AgreementWork as required hereunder within fifteen (15) days after written notice from Landlord specifying that such amount is due and payable, the Escrow Agent will be entitledLandlord, at its option, may complete the Work pursuant to refuse the Approved Plans and continue to comply with any hold Tenant liable for the costs thereof and all demands whatsoever until other costs due to Landlord. All amounts due from Tenant hereunder shall be deemed to be Rent due under the dispute is settled either Lease. Tenant’s failure to pay any amounts owed by Tenant hereunder when due or Tenant’s failure to perform its obligations hereunder shall also constitute a written agreement among default under the Parties Lease (subject to the notice and cure provisions referenced in Section 27 of the Lease) and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed thereunder or failure by a court of competent jurisdictionTenant to perform its obligations thereunder. (5g) The Escrow Agent will have no duties or responsibilities except as expressly provided This Work Letter Agreement sets forth the entire agreement of Tenant and Landlord regarding the Work. This Work Letter Agreement may only be amended if in this Agreement writing, duly executed by both Landlord and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a partyTenant. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent will be protected terms contained in acting the Plan are incorporated into and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of made a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission part of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult shall be governed by and construed in accordance with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisorPlan. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. (b) If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. (c) Nothing contained herein shall affect the right of the Company or any Affiliate to terminate any Participant’s employment at any time for any reason. (d) Participant shall not have voting or any other rights as a stockholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of the Units into Shares, Participant will obtain full voting and other rights as a stockholder of the Company. (e) Neither Units nor the Shares into which they are converted shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or its subsidiaries and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation. (f) Any notice to be given under the terms of this AgreementAgreement to the Company shall be addressed to the Company in care of its General Counsel/Corporate Secretary, and any notice to be given to Participant shall be addressed to him at Participant’s address on the Escrow Agent will books of the Company. By a notice given pursuant to this Section, either party may designate a different address for notices to be entitledgiven. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope addressed as aforesaid, at its optiondeposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service, to refuse to comply with any and all demands whatsoever until the dispute is settled either or sent by a written agreement among the Parties overnight delivery or by a court of competent jurisdictionfacsimile. (5g) The Escrow Agent will have no duties Titles are provided herein for convenience only and are not to serve as a basis for interpretation or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in construction of this Agreement, to which the Escrow Agent is not a party. (6h) The Escrow Agent will have masculine pronoun shall include the right not to act feminine and will not be liable for refusing to act unless it has received clear neuter, and reasonable documentation that complies with the singular the plural, where the context so indicates. (i) The laws of the State of Florida shall govern the interpretation, validity and performance of the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) Except as otherwise expressly provided in this Agreement, the Distributor may not assign, delegate or sublicense any of its rights or duties hereunder, by operation of law or otherwise, to any other person or entity without the prior written consent of Bollore before such assignment, delegation or sublicense is made; provided, however, that the Distributor may, upon prior written notice to Bollore, assign this Agreement to a wholly-owned subsidiary provided that (i) such assignee shall agree in a writing reasonably acceptable to Bollore, to be bound by the terms of this Agreement, and (ii) the Distributor shall continue to be primarily liable hereunder on its own behalf and on behalf of such assignee. Bollore may assign, delegate or sublicense this Agreement, or any of its rights or obligations hereunder, provided Bollore shall remain primarily liable hereunder for itself and on behalf of any party to which such assignment, delegation or sublicense is made. In addition, Bollore may assign this Agreement (with prior written notice to the Distributor, but without its consent) to an unaffiliated third party purchaser (by purchase, license or otherwise) of Bollore's rights to the "ZIG-ZAG" trademark in the Territory, in which event such purchaser shall be bound by this Agreement, and Bollore shall have no further liability hereunder, except with regard to matters arising prior to such assignment. In the event that Bollore assigns this Agreement to a third party as contemplated by the immediately preceding sentence prior to the tenth anniversary of the Effective Date of this Agreement (the "Transfer Price Protection Period"), the price provisions under Sections 3(a), (b) and (c) shall continue for the shorter of five years or the expiration of the Transfer Price Protection Period, and such assignee shall not have the right to exercise any right to renegotiate such price formula pursuant to Section 3(d) until 120 days prior to the earlier of the expiration of five years after the date such assignment becomes effective or the expiration of such Transfer Price Protection Period. (b) The Escrow Agent will parties hereto agree that with regard to the licenses granted to the Distributor pursuant to Section 6 hereof, no assignment or transfer of the goodwill to the Bollore Trademarks is or has been deemed to have taken effect, and the Distributor and Bollore acknowledge and agree that all proprietary interest in and to the Bollore Trademarks shall remain with Bollore. (c) Any notice required under this Agreement shall be protected deemed duly given (i) upon receipt by delivery in acting and relying reasonably upon person or by courier or by telegram, telex, telefacsimile which is confirmed by letter mailed certified or registered mail or (ii) 5 days after being mailed by registered or certified mail, postage prepaid return receipt requested, addressed as follows: If to Bollore: and, in the case of any noticenotice relating to a claimed breach of this Agreement, directionwith a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, instructionEsq. Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, order▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telefax: ▇▇▇-▇▇▇-▇▇▇▇ If to the Distributor: North Atlantic Trading Company, certificateInc. ▇/▇ ▇▇▇▇▇, confirmation▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 1301 Avenue of the ▇▇▇▇▇▇▇▇, request▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, waiver▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Telefax: ▇▇▇-▇▇▇-▇▇▇▇ and, consentin the case of any notice relating to a claimed breach of this Agreement, receiptwith a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, statutory declaration or Esq. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telefax: ▇▇▇-▇▇▇-▇▇▇▇ Any party may change its address for the giving of notice by notice given in the above manner. No other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed form of giving notice is precluded, but notice given by any officer or person required to or entitled to execute other means shall not be duly given unless and deliver to until actually received by the Escrow Agent addressee. (d) Should any such Document dispute arise in connection with this Agreement, including, without limitation, the interpretation of this Agreement, or the performance or breach of any provision herein, or a purchase price adjustment is required under the last paragraph of Section 2 or under Section 3(d) and such dispute cannot only be settled by good faith negotiation between the parties in accordance with the terms hereof, at the written request of either party, such dispute shall be finally and conclusively settled by binding arbitration held and conducted in the State of New York in accordance with the rules of the American Arbitration Association; except that any dispute regarding whether any Product meets Bollore's quality standards shall be submitted to an Independent Evaluator as to its due execution contemplated by Sections 2 or 9(c). Such arbitration shall be conducted by a panel of three arbitrators who are each an industry expert. Each party shall appoint one arbitrator within 15 days who is unaffiliated with that party and the validity and effectiveness two appointed arbitrators shall agree on a third unaffiliated arbitrator within 15 days. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of its provisionsthe award or an order for enforcement, but also as the case may be. The foregoing, however, shall not preclude either party from bringing an action in the courts for equitable relief pursuant to Section 5(c), or terminating this Agreement pursuant to Section 6(b) or (c). The submission of any dispute for resolution to arbitration or to the truth courts, as aforesaid, shall not, in and of itself, operate to terminate this Agreement. Each party shall bear its own costs incurred during the arbitration, and shall equally share the filing or accuracy of any information therein contained, which it in good faith believes other fees required to be genuineinstitute the arbitration. (2e) The Escrow Agent will not be bound by any notice of a claim or demand with respect theretoNotwithstanding anything to the contrary contained in this Agreement, or any waiver, modification, amendment, termination or rescission the effectiveness of this Agreement unless received by it in writing, is contingent upon (i) the Closing under the Asset Purchase Agreement and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification (ii) Bollore's receipt of the Escrow Agent Closing Consent Payment as defined in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisorConsent Agreement. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms For purposes of this Agreement, the Escrow Agent will "Effective Date" of this Agreement shall be entitledthe date of such Closing. This Agreement shall terminate and shall be of no further force and effect if the Closing has not occurred on or before February 1, at its option, 1993. The Distributor shall have no liability under the Bollore Documents for matters arising prior to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court Effective Date of competent jurisdictionthis Agreement. (5f) The Escrow Agent will have no duties This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, supersedes the Bollore Documents in their entirety and all prior agreements relating to the subject matter hereof, and can be amended, changed or responsibilities except as expressly provided extended only by a writing duly signed by both of the parties. No waiver of a breach hereunder shall be valid unless contained in this a writing duly signed by the waiving party and a waiver given on any one occasion shall not be deemed to be a waiver of the same or any other breach on any other occasion. This Agreement shall be governed by and will have no duty or responsibility construed under the Policy or arising under any other agreement, including any agreement referred internal laws of the State of New York applicable to in this Agreement, contracts made and to which be performed within the Escrow Agent is not a partyState of New York. (6g) The Escrow Agent will have the right not to act and will not This Agreement may be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities signed in electronic or uncertificated form onlycounterparts, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect each of which no share certificate or other evidence or electronic or uncertificated form shall be an original and both of these securities has been delivered to it, or otherwise received by itwhich together shall constitute one and the same instrument.

Additional Provisions. (1a) The Escrow Warrant Agent will may consult with legal counsel (who may be protected in acting legal counsel for the Company) and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it the opinion of legal counsel shall be full and purportedly signed by any officer or person required to or entitled to execute complete authorization and deliver protection to the Escrow Warrant Agent with respect to any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth action taken or accuracy of any information therein contained, which omitted by it in good faith believes to be genuineand in accordance with the opinion. (2b) The Escrow Whenever in the performance of its duties under this Agreement the Warrant Agent will not deems it necessary or desirable that any fact or matter be bound proved or established by the Company prior to taking or suffering any notice of a claim action hereunder, the fact or demand matter (unless other evidence with respect thereto, or any waiver, modification, amendment, termination or rescission of thereto is specifically prescribed in this Agreement unless received Agreement) may be deemed to be conclusively proved and established by it in writing, and a statement signed by the President or a Vice President or the Treasurer or an Assistant Treasurer or the Controller or the Secretary of the Company and delivered to the Warrant Agent. However, in its discretion, the Warrant Agent may in lieu of a signed statement accept other Parties evidence of a fact or matter or may require further or additional evidence that to it may seem reasonable. (i) The Company shall indemnify and approved hold harmless the Warrant Agent and its employees from and against any loss, damage, liability or claim suffered, incurred by, or asserted against it or them, including expenses of legal counsel, arising out of, in connection with or based upon any act or omission by it or them relating in any way to this Agreement or its services hereunder, so long as the Warrant Agent and its employees have acted in good faith and without negligence. (ii) The Warrant Agent shall indemnify and hold harmless the Company from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Company, including expenses of legal counsel, arising out of, in connection with or based upon any act or omission by the ExchangeWarrant Agent relating in any way to this Agreement or its services hereunder, and, if so long as the duties Warrant Agent has acted in bad faith and/or with negligence. (c) The Warrant Agent shall not be liable for or indemnification by reason of any of the Escrow Agent statements of fact or recital contained in this Agreement or in the Warrants (except its countersignature of the Warrants) or be required to verify the statements or recitals, and all of these statements and recitals are affected, unless it has given its prior written consentand shall be deemed to have been made only by the Company. (3d) The Escrow Warrant Agent may consult with or retain such legal counsel and advisors as it may reasonably require shall not be responsible for (i) the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms validity of this Agreement, (ii) the Escrow Agent will be entitled, at its option, to refuse to comply with any execution and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court delivery of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement or the validity and will have no duty execution of any Warrants (except its countersignature or responsibility execution of the Warrants), (iii) any breach by the Company of any covenant or condition contained herein or in any Warrant, (iv) the making of any adjustment required by Article III of this Agreement or (v) the manner, method or amount of any adjustment or the ascertaining of the existence of facts that would require any adjustment. The Warrant Agent also, by any act under the Policy or arising under any other agreementpursuant hereto, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will shall not be liable for refusing deemed to act unless it has received clear and reasonable documentation that complies with make any representation or warranty as to the terms of this Agreement. Such documentation must not require the exercise authorization or reservation of any discretion or independent judgment. (7) The Escrow Agent is authorized Common Shares to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form onlybe issued pursuant hereto, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect as to any escrow securities in respect of which no share certificate Warrant or other evidence or electronic or uncertificated form of these securities has been delivered as to itwhether, or otherwise received by itwhen issued, Common Shares shall be duly and validly issued, fully paid and nonassessable.

Additional Provisions. (1) The Escrow Agent will be protected in In acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgmentJudgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46‐201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the escrow agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4a) In the event of any disagreement arising conflict or inconsistency between this Agreement and any other agreement between you and the Bank, the provisions of this Agreement take precedence to the extent of any conflict or inconsistency associated with the use of the Service. b) You expressly agree the Bank may collect, use, and disclose your personal information in accordance with the Bank’s Privacy Policy. c) You authorize the Bank to communicate with you by fax, by online notice posted to our website or electronic mail at such numbers or addresses as you from time to time provide to the Bank, and you explicitly authorize the Bank to send you SMS, MMS, or other text messages associated with your use of the Services, and without any prior notice or consent from you to send such text messages. d) Communications by fax, online notice, text message, or electronic mail will be deemed to have been delivered to you at the time and date of transmission. e) YOU ARE RESPONSIBLE FOR ENSURING THAT YOU IMMEDIATELY NOTIFY THE BANK IF AND WHEN YOUR PHYSICAL ADDRESS, TELEPHONE NUMBER, FAX NUMBER, OR EMAIL ADDRESS ARE NO LONGER VALID, OR HAVE BEEN COMPROMISED, AND THAT YOUR FAILURE TO IMMEDIATELY NOTIFY THE BANK IN SUCH CIRCUMSTANCES MAY LEAD TO THE DISCLOSURE OF YOUR ACCOUNT INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER INFORMATION TO UNAUTHORIZED PERSONS AT YOUR FORMER OR COMPROMISED PHYSICAL ADDRESS, TELEPHONE NUMBER, FAX NUMBER, OR EMAIL ADDRESS. f) No act or omission by the Bank pursuant to these terms shall affect its rights, powers, and remedies under this Agreement or any further or other exercise of such rights, powers, or remedies. g) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be severed, to the extent of such prohibition or unenforceability, from the balance of the terms of this Agreement, without affecting the Escrow Agent will be entitled, at its option, to refuse to comply with remaining provisions or affecting the validity or enforceability of such provisions in any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent other jurisdiction. (5h) This Agreement shall be governed by the laws of the state of New York and the United States of America, without regard to conflict of laws. The Escrow Agent Bank will try to work in good faith to resolve any issue you have no duties regarding this Agreement, if you bring your issue to the Bank’s attention. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction. You and the Bank agree that any dispute, claim, or responsibilities except controversy, arising out of or relating in any way to this Agreement, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to a very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as expressly provided if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the Bank are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive any termination of this Agreement and will have no duty or responsibility under the Policy or arising under any other agreementcontractual relationship between you and the Bank. If you desire to assert a claim against the Bank, including and you therefore elect to seek arbitration, you must first send to the Bank, by certified mail, a written Notice of your claim (“Notice”). The Notice to the Bank should be addressed to The Industrial and Commercial Bank of China (USA) NA, 1185 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Notice Address”). If the Bank desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent mailing address or email address we have on file or otherwise in our records for you. A Notice, whether sent by you or by the Bank, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If the Bank and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or the Bank may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any agreement referred settlement offer made by the Bank or you shall not be disclosed to in the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at ▇▇▇.▇▇▇.▇▇▇. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing administered by the AAA. The AAA Rules and Forms are available online at ▇▇▇.▇▇▇.▇▇▇ or by requesting them from us by writing to act unless it has received clear and reasonable documentation that complies with us at the Notice Address. The arbitrator is bound by the terms of this Agreement. Such documentation must All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Agreement, including this arbitration agreement. Unless the Bank and you agree otherwise in writing, any arbitration hearings will take place in New York, New York. If your claim is for $10,000 USD or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000 USD, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. YOU AND THE BANK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Bank agree otherwise in writing, the arbitrator may not require consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the exercise individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any discretion claims will be in state or independent judgmentfederal courts located in New York State. (7i) The Escrow Agent is authorized Bank reserves the right to cancel modify or terminate the terms of this Agreement, at any share certificate delivered to it time, without prior notice, and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent the Bank will have no responsibility liability for any loss or inconvenience which may result from any modification or termination of the Agreement. Your use of the Service following any modification constitutes your agreement to follow and be bound by these terms as revised, and you are responsible for reviewing this Agreement prior to using the Service to determine whether you agree with respect the version of this Agreement, as modified, currently in effect whenever you use the Service. j) You agree to defend, indemnify, and hold harmless the Bank, its affiliates, and its service providers and the employees and contractors of each of these, from any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to itloss, damage, claim, or otherwise received by itdemand (including attorneys’ fees) made or incurred due to or arising out of your breach of this Agreement or your use of the Bank’s website or the Services.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6 or the CSE, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of (as at August 2002) these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare Investor Services Inc. or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver With respect to the Escrow Agent Collateral, from the Effective Date until the Obligations are paid and performed in full or this Security Instrument is otherwise released by written instrument executed by Mortgagee and authorized to be recorded in the applicable public records of the jurisdiction in which the Property is located, Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Mortgagor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Collateral, and for that purpose Mortgagee may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more Persons with such power, Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, Mortgagor, if so requested by Mortgagee, shall ratify and confirm any such Document sale or sales by executing and delivering to Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in connection with the judgment of Mortgagee, for such purpose, and as may be designated in such request. To the extent permitted by Laws, any such sale or sales made under or by virtue of this AgreementSection 8.6 shall operate to divest all the estate, not only as to its due execution right, title, interest, claim and the validity demand whatsoever, whether at law, or in equity, of Mortgagor in and effectiveness of its provisions, but also as to the truth properties and rights so sold, and shall be a perpetual bar both at law and in equity against Mortgagor and against any and all Persons claiming or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a who may claim or demand with respect theretothe same, or any waiverpart thereof, modificationfrom, amendment, termination through or rescission under Mortgagor. Upon any sale made under or by virtue of this Agreement unless received Section 8.6, Mortgagee may, to the extent permitted by it Laws, bid for and acquire the Property or any part thereof and in writing, and signed lieu of paying cash therefor may make settlement for the purchase price by crediting upon the other Parties and approved by Obligations secured hereby the Exchange, and, if net sales price after deducting therefrom the duties or indemnification expenses of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel sale and advisors as it may reasonably require for the purpose cost of discharging its duties or determining its rights under this Agreement the auction and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to sums which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent Mortgagee is authorized to cancel deduct by Laws or under this Security Instrument. At any share certificate sale pursuant to this Section 8.6, whether made under power herein granted, under or as otherwise authorized by applicable Laws or pursuant to Legal Requirements, or by virtue of any judicial proceeding or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to be physically present, or to have constructive possession of, the Property, and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually presented and delivered to it and hold the purchaser at such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrowsale. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of National Securities Administrators Ltd. or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors.. (as at June 14, 2010) (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. 1.1 The Tenant agrees that termination of the Franchise Agreement shall be a default under the Lease. In the event of termination of the Franchise Agreement, or if the Tenant fails to timely cure any defaults under the Lease, the Tenant shall within ten (110) days after written demand by BRCB, assign all of its right, title and interest in and to the Lease to BRCB. If the Tenant fails to do so within the said ten (10) days, the Tenant hereby designates BRCB as its agent to execute any and all documents, agreements and to take all action as may be necessary or desirable to effect the assignment of the Lease and the relinquishment of any and all of the Tenant’s rights thereunder. The Escrow Agent will Landlord hereby consents to such assignment subject to BRCB executing an assignment of the Lease and curing all defaults of the Tenant under the Lease before taking possession of the Premises. The Tenant further agrees to promptly and peaceably vacate the Premises and to remove its personal property at the written request of BRCB. Any property not so removed by the Tenant within ten (10) days following receipt of such written request shall be protected in acting deemed abandoned by the Tenant and relying reasonably upon immediately and permanently relinquished to BRCB. 1.2 The Tenant shall be and remain liable to the Landlord for all of its obligations under the Lease, notwithstanding any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred assignment of the Lease to as “Documents”) furnished to it and purportedly signed by any officer or person required to or BRCB. BRCB shall be entitled to recover from the Tenant all amounts it pays to the Landlord to cure the Tenant’s defaults under the Lease, including interest thereon and BRCB’s reasonable collection costs. 1.3 BRCB, upon taking possession of the Premises, shall cure the defaults specified by the Landlord in its written notice and shall execute and deliver to the Escrow Agent any such Document in connection with this AgreementLandlord its assumption of the Tenant’s rights and obligations under the Lease. BRCB shall pay, not only as to its due execution perform and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by all the duties and obligations under the Lease. BRCB may elect not to be bound by the terms of any notice of a claim or demand with respect thereto, or any waiver, modification, amendment to the Lease executed by the Tenant without obtaining BRCB’s prior written approval to such amendment, termination which approval shall not be unreasonably withheld or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentdelayed. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) 1.4 In the event of any disagreement arising that BRCB assumes the Tenant’s interest under the terms of this AgreementLease, the Escrow Agent will be entitledBRCB may, at its optionany time, sublet the Premises to refuse a BRCB franchisee without having to comply with any and all demands whatsoever until obtain the dispute is settled either by a prior written agreement among consent of the Parties or by a court of competent jurisdictionLandlord. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Odyssey Trust or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees as follows: (1a) The Escrow Agent will be protected in acting Borrower shall cause Mortgage Borrower to: (i) pay all principal, interest and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person sums required to or entitled be paid by Mortgage Borrower under and pursuant to execute the provisions of the Mortgage Loan Documents; (ii) perform and observe all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed and observed; and (iii) promptly deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution Lender a true and the validity and effectiveness of its provisions, but also as to the truth or accuracy complete copy of any information therein contained, which it in good faith believes notice by Mortgage Lender to be genuineMortgage Borrower or Guarantor of any default by Mortgage Borrower under the Mortgage Loan Documents. (2b) The Escrow Agent will Borrower agrees to notify Lender promptly upon the occurrence of any Mortgage Event of Default under the Mortgage Loan Documents. If any Mortgage Event of Default occurs under the Mortgage Loan Documents, Borrower agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation to (A) pay all or any part of the Mortgage Loan and any other sums that are then due and payable, and perform any act or take any action on behalf of Borrower and/or Mortgage Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed thereunder to be promptly performed or observed, and (B) pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral, except, in each case, to the extent Borrower or Mortgage Borrower is diligently pursuing remedies to cure such default in Lender’s reasonable discretion. Borrower shall not be bound by impede, interfere with, hinder or delay, and shall not permit Mortgage Borrower to impede, interfere with, hinder or delay, any notice effort or action on the part of a claim or demand with respect theretoLender to cure any Mortgage Event of Default under the Mortgage Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a Mortgage Event of Default under the Mortgage Loan. In the event that Lender makes any waiver, modification, amendment, termination or rescission of this Agreement unless received by it payment in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification respect of the Escrow Agent Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Properties (or any portion thereof) and Mortgage Borrower in this Agreement are affected, unless it has given its prior written consentaddition to all other rights Lender may have under the Loan Documents or applicable law. (3c) The Escrow Agent may consult with Borrower hereby grants to Lender and its designees the right to enter upon the Properties (or retain such legal counsel any portion thereof) (subject to Legal Requirements and advisors as it may reasonably require the rights of Tenants and subtenants) at any time following the occurrence and during the continuance of any Mortgage Event of Default under the Mortgage Loan Documents, for the purpose of discharging its duties taking any such action or determining its to appear in, defend or bring any action or proceeding to protect Lender’s interest in the Collateral. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this Section (including communicating with Mortgage Lender with respect to any Mortgage Loan defaults), without consent from Borrower or Mortgage Borrower, but with prior reasonable notice. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with interest at the Default Rate, for the period from the date of demand by Lender to Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and may rely shall be due and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice payable to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisorsLender within five (5) Business Days following demand therefor. (4d) In the event If Lender shall receive a copy of any disagreement arising notice of default under the terms Mortgage Loan Documents sent by Mortgage Lender, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon, except to the extent such action or omission is deemed to be fraudulent, gross negligence, illegal or willful misconduct. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender's exercise of its rights and remedies provided in this AgreementSection, the Escrow Agent will be entitledexcept for Lender’s gross negligence, at its optionfraud, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties illegal acts or by a court of competent jurisdictionwillful misconduct. (5e) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will Lender shall have the right not at any time to act acquire all or any portion of the Mortgage Loan or any interest in any holder of, or participant in, the Mortgage Loan without notice or consent of Borrower or any other Borrower Party, in which event Lender shall have and will not be liable for refusing may exercise all rights of Mortgage Lender thereunder (to act unless it has received clear and reasonable documentation the extent of its interest), including the right (i) to declare that complies the Mortgage Loan is in default in accordance with the terms of this Agreementthe Mortgage Loan Agreement and (ii) to accelerate the Mortgage Loan indebtedness, in accordance with the terms of the Mortgage Loan Agreement and (iii) to pursue all remedies against any obligor under the Mortgage Loan Documents. Such documentation must not require the exercise In addition, Borrower hereby expressly agrees that any claims, counterclaims, defenses, offsets, deductions or reductions of any discretion kind which Mortgage Borrower or independent judgmentany other Person may have against Mortgage Lender relating to or arising out of the Mortgage Loan shall be the personal obligation of Mortgage Lender, and in no event shall Mortgage Borrower be entitled to bring, pursue or raise any such claims, counterclaims, defenses, offsets, deductions or reductions against Lender or any Affiliate of Lender or any other Person as the successor holder of the Mortgage Loan or any interest therein for any causes on or prior to the date such Lender or Person acquires such interest in the Mortgage Loan, provided that Mortgage Borrower may seek specific performance of its contractual rights under the Mortgage Loan Documents. (7f) The Escrow Agent is authorized Lender shall have the right to cancel routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower. Lender shall have the right to cause consultation meetings to occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any share certificate delivered to it reasonable times and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrowupon reasonable advance notice. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such the Securityholder’s escrow securities Escrow Securities in electronic electronic, or uncertificated form only, pending release of such securities Escrow Securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities Escrow Securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities Escrow Securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Endeavor or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1a) The Escrow Agent amount of any Damages for which indemnification is provided under this Article IX shall be reduced by (i) any amounts that may be recovered by the Indemnified Party or any of its Affiliates from any third party, (ii) any insurance proceeds or other cash receipts or source of reimbursement that are actually received by the Indemnified Party or any of its Affiliates with respect to such Damages, and (iii) the amount of any net Tax benefit actually realized by the Indemnified Party or any of its Affiliates in the year the Damages are incurred. For purposes hereof, a Tax benefit will be protected in acting deemed to be “actually realized” only to the extent that, and relying reasonably upon any noticeat such time as, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed the amount of Taxes payable by any officer or person the Indemnified Party is reduced below the amount of Taxes that the Indemnified Party would have been required to pay but for payment or entitled to execute and deliver to accrual of the Escrow Agent indemnified Damages or the receipt or accrual of the indemnity payment (rather than just creating or increasing a Tax loss carryforward). In computing the amount of any such Document in connection with this AgreementTax benefit, not only as (A) the Indemnified Party shall be deemed to its due execution recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Damages, and (B) the validity and effectiveness Tax benefit shall be reduced to take into account any net Tax cost incurred by the Indemnified Party (or any of its provisions, but also as to Affiliates) arising from the truth or accuracy receipt of any information therein contained, which it in good faith believes to be genuineindemnity payments hereunder. (2b) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by If the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event amount of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, Damages actually paid to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility an Indemnified Party with respect to any escrow securities in respect indemnification claim is required to be reduced under Section 9.09(a) after the date on which the Indemnifying Party pays such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX had such reduction been determined at or prior to the time of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by itsuch payment.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy NP 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities Escrowed Securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4a) In the event of the termination of a Stockholder’s Employment with the Buyer or its Affiliate at any disagreement arising under time during the terms Initial Earnout Period because of this Agreementa Not With Cause Termination by Buyer, then and notwithstanding anything to the contrary, the Escrow Agent will Seller shall be entitledentitled to receive the Potential Maximum Annual Earnout, including that for the Initial Earnout Period and the Second Earnout Period; provided, however, that the timing of payment of such shall be as follows: for the Potential Maximum Annual Earnout for the Initial Earnout Period, within fifteen (15) Business Days following the end of the Initial Earnout Period, and for the Potential Maximum Annual Earnout for the Second Earnout Period, within fifteen (15) Business Days following the end of the Second Earnout Period. In the event of the termination of a Stockholder’s Employment with the Buyer or its Affiliate at its optionany time during the Second Earnout Period because of a Not With Cause Termination by Buyer, then, notwithstanding anything to refuse the contrary, the Seller shall be entitled to comply with any and all demands whatsoever until receive the dispute is settled either by a written agreement among Potential Maximum Annual Earnout for the Parties or by a court Second Earnout Period; provided, however, that the timing of competent jurisdictionpayment of such shall be as follows: within fifteen (15) Business Days following the end of the Second Earnout Period. (5b) The Escrow Agent will have no duties In the event of the termination of a Stockholder’s Employment with Buyer or responsibilities except as expressly provided its Affiliate at any time during the Earnout Period because of a Not With Cause Termination by Buyer, then such Stockholder shall be entitled to receive his base compensation (excluding bonuses) for the then remaining portion of the Earnout Period; provided, however, that the timing of payment of such shall be commensurate with the payroll practices for payment of employees by Buyer or its Affiliate and shall not be in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a partylump-sum form. (6c) The Escrow Agent will have For the right avoidance of doubt, the Parties acknowledge and agree that the termination of a Stockholder’s Employment, including With Cause Termination by Buyer, does not affect Buyer’s obligation to act and will not be liable for refusing pay Seller any Earnout Consideration earned by Seller pursuant to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) A. The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent Net Settlement Fund will not be bound distributed until (a) the Court has approved a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, of the order approving the plan of allocation has expired; and (b) the Effective Date (as defined in the Stipulation) of the Settlement has occurred. B. Neither Defendants nor any notice other person or entity that paid any portion of the Settlement Amount is entitled to get back any portion of the Settlement Fund once the Effective Date occurs. C. Approval of the Settlement is independent from approval of a claim or demand plan of allocation. Any determination with respect theretoto a plan of allocation will not affect the Settlement, if approved. D. GFI common stock is the only security eligible for recovery under the Settlement. Option contracts are not securities eligible to participate in the Settlement. E. The allocation formula set forth in this Plan of Allocation is not intended to provide an estimate of, nor is it indicative of, the amounts that Authorized Class Members might have been able to recover after a trial, nor is it intended to provide an estimate of the amount that will be paid to Authorized Class Members pursuant to the Settlement. The allocation formula is the basis upon which the Net Settlement Fund will be proportionally allocated among Authorized Class Members. F. Each Class Member is subject to the jurisdiction of the Court. Payment pursuant to the Plan of Allocation, or such other plan as may be approved by the Court, shall be conclusive against all Class Members. No person or entity shall have any claim against Plaintiffs, Plaintiffs’ Counsel, the Settlement Administrator or any other agent designated by Lead Counsel, Defendants, Defendants’ Counsel, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and Released Persons, arising from distributions made substantially in accordance with the Stipulation, the plan of allocation approved by the ExchangeCourt, and, if the duties or indemnification further Orders of the Escrow Agent Court. Plaintiffs and Defendants, and their respective counsel, and all other Released Defendant Persons, shall have no liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund, the Plan of Allocation (or any other plan of allocation approved by the Court), the determination, administration, or calculation of any payment from the Net Settlement Fund, the nonperformance of the Settlement Administrator or any nominee holding shares on behalf of an Authorized Class Members, the payment or withholding of Taxes (including interest and penalties) owed by the Settlement Fund, or any losses incurred in this Agreement are affected, unless it has given its prior written consentconnection therewith. (3) G. The Escrow Agent Plan of Allocation set forth herein is the plan that is being proposed by Plaintiffs and Lead Counsel to the Court for approval. The Court may consult with approve this Plan of Allocation as proposed or retain such legal counsel and advisors as it may reasonably require for modify the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written plan without further notice to the Issuer as soon as practicable that it has retained legal counsel or other advisorsClass. The Issuer will pay or reimburse Any orders regarding a modification of the Escrow Agent for any reasonable fees, expenses and disbursements Plan of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent Allocation will be entitledposted to the settlement website, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreementwww. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it..com. HOW WILL I RECEIVE MY PAYMENT FROM THE SETTLEMENT?

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangeexchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the ExchangeCanadian exchange the Issuer is listed on, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2b) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, Toronto Stock Exchange and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3c) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4d) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5e) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6f) The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement and all such statements and recitals are and shall be deemed to be made by the other Parties to this Agreement. (g) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7h) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it. (i) Notwithstanding any provisions contained in this Agreement, or otherwise received by itif the Escrow Agent continues to hold the escrow securities in escrow after five (5) years from the date of this Agreement, then the Escrow Agent shall return the escrow securities to the Issuer to be held in trust for the Securityholders and the duties and obligations of the Escrow Agent under this Agreement shall cease immediately.

Additional Provisions. 13.1 LifeMap represents that it is duly organized, validly existing and in good standing under the laws of Delaware. LifeMap has been granted all requisite power and authority to carry on its business and to own and operate its properties and assets. The execution, delivery, and performance of this Agreement have been duly authorized by the Board of Directors of LifeMap. There is no pending or, to LifeMap’s knowledge, threatened litigation involving LifeMap that would affect this Agreement or LifeMap’s ability to perform its obligations hereunder. There is no indenture or contract to which LifeMap is party or otherwise bound, prohibiting execution, delivery, or performance by LifeMap of this Agreement or any provision hereof. 13.2 Mount Sinai represents that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York. Mount Sinai has been granted all requisite power and authority to carry on its business and to own and operate its properties and assets. There is no pending or, to Mount Sinai’s knowledge, threatened litigation involving Mount Sinai that would affect this Agreement or Mount Sinai’s ability to perform its obligations hereunder. There is no indenture or contract to which Mount Sinai is party or otherwise bound, prohibiting execution, delivery, or performance by Mount Sinai of this Agreement or any provision hereof. 13.3 No rights hereunder may be assigned by a Party, directly or by merger or other operation of law, without the express written consent of the other Party. LifeMap may assign this Agreement, either directly or by merger or operation of law, without the prior written consent of Mount Sinai, as long as: (1a) The Escrow Agent at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days before the proposed transaction, LifeMap gives Mount Sinai written notice and such background information as may be reasonably necessary to enable Mount Sinai to give an informed consent, provided that, in the case of an assignment to LifeMap Sciences, [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days’ prior written notice may be given; (b) the assignee agrees in writing to be legally bound by this Agreement; and (c) if the assignee is a company other than LifeMap Sciences, the assignee agrees to deliver to Mount Sinai an updated business development plan within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days after the closing of the proposed transaction. Any permitted assignment will not relieve LifeMap of responsibility for performance of any obligation of LifeMap that has accrued at the time of the assignment. Any prohibited assignment will be protected null and void. Notwithstanding the foregoing, LifeMap shall be permitted to assign the definitive license agreement to LifeMap Sciences to the extent LifeMap and LifeMap Sciences will have fulfilled the obligations outlined under (a) and (b) above. 13.4 A waiver by either Party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. 13.5 Nothing herein will be deemed to establish a relationship of principal and agent between the Parties, nor any of their agents or employees, nor will this Agreement be construed as creating any form of legal association or arrangement which would impose liability upon one Party for the act or failure to act of the other Party. Nothing in acting this Agreement, express or implied, is intended to confer on any person other than the Parties hereto or their permitted assigns, any benefits, rights or remedies. 13.6 Notices under this Agreement will be in writing and relying sent by public overnight courier and addressed as follows, and shall be deemed given when delivered (or when delivery thereof is refused): If to Mount Sinai: Icahn School of Medicine at Mount Sinai Mount Sinai Innovation Partners Attention: Director ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy for legal notices only to: Icahn School of Medicine at Mount Sinai Attention: Office of General Counsel One ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Place, Box 1099 ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ If to LifeMap: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 13.7 This Agreement will be construed and governed in accordance with the laws of the State of New York, without giving effect to conflict of law provisions. The Parties hereby submit to the exclusive jurisdiction of and venue in any state or federal courts located within the Southern District of New York with respect to any and all disputes concerning the subject of this Agreement. 13.8 Neither Party will be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably upon beyond such Party’s control, including, without limitation, labor disturbances or labor disputes of any noticekind, directionaccidents, instructionfailure of any governmental approval required for full performance, ordercivil disorders or commotions, certificateacts of aggression, confirmationacts of God, request, waiver, consent, receipt, statutory declaration energy or other paper conservation measures imposed by law or document (collectively referred to as “Documents”) furnished regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrences. 13.9 Each Party will comply with all laws, regulations and other legal requirements applicable to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, including but not only as limited to any legal requirements applicable to its due execution use of the Results or any of the other Party’s Intellectual Property Rights or Background Intellectual Property and laws controlling the validity export of technical data, computer software, laboratory prototypes, and effectiveness all other export controlled commodities. Each Party represents that it does not know of its provisions, but also as any legal requirements applicable to the truth other Party’s use of the Results or accuracy its Intellectual Property Rights or Background Intellectual Property that would materially impact the other Party’s use thereof. 13.10 The Parties will not knowingly disclose, and will use reasonable efforts to prevent disclosure, to the other Party of any information therein containedsubject to ITAR controls, which it or in good faith believes the Commerce Control List (EAR Part 774 and Supplements), or 10 CFR Part 810 Restricted Data or Sensitive Nuclear Technology. If for purposes of the Development Activities, a Party intends to be genuinedisclose export-controlled information to the other Party, the disclosing Party will not disclose such information to the other Party unless and until a plan for transfer, use, dissemination and control of the information has been approved by the other Party. (2) 13.11 Except where specifically cited, all references to Articles are to Articles herein, and all references to Sections are to Sections herein. The Escrow Agent will headings used in this Agreement have been inserted for convenience of reference only and do not be bound by any notice of constitute a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission part of this Agreement unless received by it in writingor define, expand or limit the provisions hereof. The words “hereof,” “herein” and signed by the other Parties “hereunder” and approved by the Exchange, and, if the duties or indemnification words of the Escrow Agent similar import when used in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under shall refer to this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreementwhole, including the Attachments, and any agreement referred to in this Agreementattachments, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right exhibits and schedules, and not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms any particular provision of this Agreement. Such documentation must Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply. The word “including” (and with correlative meaning “include”) means “including but not require limited to.” 13.12 This Agreement and the exercise Attachments, and any attachments, exhibits or schedules hereto or thereto, embody the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. This Agreement may not be amended, modified, superseded or canceled and none of the terms, provisions, covenants, representations, warranties, covenants or conditions may be waived, except by a written instrument executed by the Parties, or in the case of waiver, by the Party waiving compliance. The Parties agree that this Agreement is not and shall not be amended or otherwise modified by any provision of or use of any discretion website or independent judgmentsoftware, or by any electronic or online agreement regardless of its terms. It may be amended only in writing, setting out the specific modification(s), signed by the handwritten signature of duly authorized representatives of both Parties, and executed and delivered in accordance with the provisions of this Agreement. An original handwritten signature meeting the requirements in the preceding sentence and transmitted by facsimile (including scanned email attachments) shall be considered a handwritten signature for purposes of this Agreement. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it 13.13 Execution signatures of this Agreement may be exchanged in counterparts and hold such Securityholder’s escrow securities in electronic or uncertificated form onlyas scanned email attachments, pending release and all signatures so exchanged shall be considered as original and as one and a part of such securities from escrowthe same instrument. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) A. The Escrow Agent Buyers warrant and state that they have carefully and thoroughly inspected the premises and all improvements and that the same meet their approval and satisfaction. The Sellers do not warrant the real estate or any improvements thereon nor any appliances, structures, mechanical systems or any other items relating to the premises and the Buyers agree that they are buying the real estate without any express or implied warranties and are buying the same "as is." B. If at any time there is a site cleanup required, it is the responsibility of the Buyers of said property to pay for, hold the Sellers harmless therefrom, and indemnify and defend the Sellers in relation to any site cleanup. C. The Buyers shall be responsible for any fencing in accordance with the state of Iowa and Des Moines County fence line rules and regulations. Any desired fencing will be protected in acting at the Buyers’ expense. D. This real estate is selling subject to any and relying reasonably upon any noticeall covenants, directionrestrictions, instructionencroachments and easements, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred as well as all applicable zoning laws. E. It will be the Buyer(s) responsibility of this Tract to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver report to the Escrow Agent Des Moines County FSA office and show proof of a filed deed to receive any such Document future government payments and allotted base acres, in connection with this Agreement, not only as order to its receive the following if applicable: A. Allotted base acres. B. Any future government programs. C. Prorate of CRP. Final tillable acres will be determined by the Des Moines County FSA office. F. Buyer agrees to follow all requirements of conservation plans and practices required by the FSA to maintain eligibility in the Conservation Reserve Program. Buyer agrees to accept responsibility and liability for any actions by the buyers which would endanger eligibility for the CRP or actions that would require repayment of the CRP payment or payments. Buyers further agree to indemnify and hold harmless the sellers for any recovery sought by the FSA due execution and the validity and effectiveness to actions of its provisions, but also as to the truth or accuracy of any information therein containedbuyer, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by would violate the other Parties and approved by the Exchange, and, if the duties or indemnification requirements of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisorCRP. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event the buyers elect to take the ground out of any disagreement arising under the terms of this AgreementCRP, the Escrow Agent buyers will be entitledresponsible to the sellers for any prorate of the CRP payment that the sellers would have received G. Possession will be given at closing subject to tenant’s rights to the land. The ground is already rented for the 2019 farming season. The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Estate shall keep all 2019 rent payments. Not included in this sale is the 2019 crops, at its optionfarm machinery or personal property located on said tract. The Buyer shall be responsible to terminate the farm tenancy and serve notice to tenants prior to September 1, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction2019 if so desired. (5) H. The Escrow Agent will have no duties Buyers shall be responsible for installing his/her own entrances if needed or responsibilities except as expressly provided in this Agreement and will have no duty desired. I. The sale is not contingent upon Buyers financing or responsibility under the Policy or arising under any other agreementBuyer contingency. J. Buyers who are unable to close due to insufficient funds or otherwise, including any agreement referred will be in default and the deposit money will be forfeited and Buyer is subject to in this Agreement, to which the Escrow Agent all of Seller’s rights herein. The sale is not a partysubject to the Buyers obtaining financing. (6) The Escrow Agent will have the right not to act and will K. Seller shall not be liable for refusing obligated to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of furnish a survey on any discretion or independent judgmenttracts. L. If one buyer purchases more than one tract, the seller shall only be obligated to furnish one abstract and deed. (7) The Escrow Agent husband and wife constitute one buyer). ▇. ▇▇▇▇▇▇▇ Group, Inc. is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrowrepresenting the Seller. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect N. Any announcement made the day of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by itthe sale take precedence over advertising.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Endeavor Trust or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or and accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the ExchangeParties, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement and all such statements and recitals are and shall be deemed to be made by the other Parties to this Agreement. (10) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent without further act or formality. The Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall endure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4a) In the event of any disagreement arising conflict or inconsistency between this Agreement and any other agreement between you and the Bank, the provisions of this Agreement take precedence to the extent of any conflict or inconsistency associated with the use of the Service. b) You expressly agree the Bank may collect, use, and disclose your personal information in accordance with the Bank’s Privacy Policy. c) You authorize the Bank to communicate with you by fax, by online notice posted to our website or electronic mail at such numbers or addresses as you from time to time provide to the Bank, and you explicitly authorize the Bank to send you SMS, MMS, or other text messages associated with your use of the Services, and without any prior notice or consent from you to send such text messages. d) Communications by fax, online notice, text message, or electronic mail will be deemed to have been delivered to you at the time and date of transmission. e) YOU ARE RESPONSIBLE FOR ENSURING THAT YOU IMMEDIATELY NOTIFY THE BANK IF AND WHEN YOUR PHYSICAL ADDRESS, TELEPHONE NUMBER, FAX NUMBER, OR EMAIL ADDRESS ARE NO LONGER VALID, OR HAVE BEEN COMPROMISED, AND THAT YOUR FAILURE TO IMMEDIATELY NOTIFY THE BANK IN SUCH CIRCUMSTANCES MAY LEAD TO THE DISCLOSURE OF YOUR ACCOUNT INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER INFORMATION TO UNAUTHORIZED PERSONS AT YOUR FORMER OR COMPROMISED PHYSICAL ADDRESS, TELEPHONE NUMBER, FAX NUMBER, OR EMAIL ADDRESS. f) No act or omission by the Bank pursuant to these terms shall affect its rights, powers, and remedies under this Agreement or any further or other exercise of such rights, powers, or remedies. g) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be severed, to the extent of such prohibition or unenforceability, from the balance of the terms of this Agreement, without affecting the Escrow Agent will be entitled, at its option, to refuse to comply with remaining provisions or affecting the validity or enforceability of such provisions in any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent other jurisdiction. (5h) This Agreement shall be governed by the laws of the state of New York and the United States of America, without regard to conflict of laws. The Escrow Agent Bank will try to work in good faith to resolve any issue you have no duties regarding this Agreement, if you bring your issue to the Bank’s attention. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction. You and the Bank agree that any dispute, claim, or responsibilities except controversy, arising out of or relating in any way to this Agreement, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to a very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as expressly provided if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the Bank are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive any termination of this Agreement and will have no duty or responsibility under the Policy or arising under any other agreementcontractual relationship between you and the Bank. If you desire to assert a claim against the Bank, including and you therefore elect to seek arbitration, you must first send to the Bank, by certified mail, a written Notice of your claim (“Notice”). The Notice to the Bank should be addressed to The Industrial and Commercial Bank of China (USA) NA, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Notice Address”). If the Bank desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent mailing address or email address we have on file or otherwise in our records for you. A Notice, whether sent by you or by the Bank, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If the Bank and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or the Bank may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any agreement referred settlement offer made by the Bank or you shall not be disclosed to in the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at ▇▇▇.▇▇▇.▇▇▇. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing administered by the AAA. The AAA Rules and Forms are available online at ▇▇▇.▇▇▇.▇▇▇ or by requesting them from us by writing to act unless it has received clear and reasonable documentation that complies with us at the Notice Address. The arbitrator is bound by the terms of this Agreement. Such documentation must All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Agreement, including this arbitration agreement. Unless the Bank and you agree otherwise in writing, any arbitration hearings will take place in New York, New York. If your claim is for $10,000 USD or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000 USD, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. YOU AND THE BANK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Bank agree otherwise in writing, the arbitrator may not require consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the exercise individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any discretion claims will be in state or independent judgmentfederal courts located in New York State. (7i) The Escrow Agent is authorized Bank reserves the right to cancel modify or terminate the terms of this Agreement, at any share certificate delivered to it time, without prior notice, and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent the Bank will have no responsibility liability for any loss or inconvenience which may result from any modification or termination of the Agreement. Your use of the Service following any modification constitutes your agreement to follow and be bound by these terms as revised, and you are responsible for reviewing this Agreement prior to using the Service to determine whether you agree with respect the version of this Agreement, as modified, currently in effect whenever you use the Service. j) You agree to defend, indemnify, and hold harmless the Bank, its affiliates, and its service providers and the employees and contractors of each of these, from any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to itloss, damage, claim, or otherwise received by itdemand (including attorneys’ fees) made or incurred due to or arising out of your breach of this Agreement or your use of the Bank’s website or the Services.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.. -------------------------------------------------------------------------------- FORM 5D ESCROW AGREEMENT PAGE 13 (AS AT AUGUST 2002) (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, Exchange and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic electronic, or uncertificated un-certificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated un-certificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s 's escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes believed to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent will Neither the Options nor any of Optionee's rights or interests therein shall be protected assignable or transferable by Optionee other than by will, the laws of descent and distribution or a transfer to a trust approved by the Board of Directors in acting its discretion. Except as expressly provided herein, Options shall be exercisable only by Optionee. No Options may be pledged or encumbered in any way. Options shall immediately expire and relying reasonably upon any noticeterminate if they become transferred due to execution, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration attachment or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuinesimilar legal process. (2b) The Escrow Agent will not Nothing contained herein shall be bound by construed as giving Optionee any notice right to be retained in the employ of a claim or demand with respect theretothe Corporation, or interfere in any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by way with the other Parties and approved by the Exchange, and, if the duties or indemnification right of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentCorporation to terminate the employment of Optionee. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4c) In the event of any disagreement arising under change in the terms Shares of this Agreementthe Corporation by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of Shares, or any rights to purchase Shares at a price substantially below fair market value, or any similar change affecting the Shares, the Escrow Agent will number or kind of shares subject to the Options and the Option price hereunder shall be entitledappropriately adjusted consistent with such change to prevent dilution or enlargement of the rights of the Optionee. In the event of a dispute as to any such adjustment, at its option, to refuse to comply with any the determination thereof by the Compensation Committee of the Board of Directors of the Corporation shall be final and all demands whatsoever until binding on the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdictionparties hereto. (5d) The Escrow Agent will have In the event that the Board of Directors hereafter offers to grant additional stock options or some other compensation plan to Optionee, the offer and grant may be conditioned by the Board of Directors upon the surrender by Optionee of all or some of the unexercised Options. Acceptance of any such offer and grant and the resulting surrender of Options shall at all times be subject to Optionee's discretion. Upon such surrender, and to the extent thereof, the unexercised Options shall terminate and be of no duties further force or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a partyeffect. (6e) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will Optionee shall have no responsibility rights as a shareholder of the Corporation with respect to any escrow securities in respect unexercised Options or Shares subject to the Options prior to the date of which no share issuance to him of a certificate or other evidence or electronic or uncertificated form certificates for such Shares. (f) This Agreement shall be governed and interpreted in accordance with the laws of these securities has been delivered to it, or otherwise received the State of Florida and may be amended only by itthe written agreement of both of the parties hereto.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.. FORM 5D ESCROW AGREEMENT Page 15 (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns. FORM 5D ESCROW AGREEMENT Page 16

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the ExchangeParties, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (76) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) 7) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (8) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected Notwithstanding anything contained in acting this Agreement, and relying reasonably upon notwithstanding any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration delivery of a consent or other paper or document (collectively referred vote to as “Documents”) furnished to it and purportedly signed accept the Plan by any officer other Party, or person required any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Stakeholder or entitled Shareholder from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement; (b) impair or waive the rights of any Consenting Stakeholder or Shareholder to execute and deliver to the Escrow Agent assert or raise any such Document objection permitted under this Agreement in connection with the Restructuring Transactions; (c) prevent any Consenting Stakeholder or Shareholder from enforcing this Agreement, not only ; (d) require any Consenting Stakeholder or Shareholder to incur any material financial or other material liability other than as expressly described in this Agreement; (e) require any Consenting Stakeholder or Shareholder to its due execution and take any action which is prohibited by applicable law or to waive or forego the validity and effectiveness of its provisions, but also as to the truth or accuracy benefit of any information therein contained, which it in good faith believes to be genuine.applicable legal professional privilege; (2f) The Escrow Agent will not be bound prevent any Consenting Stakeholder from taking any action which is required by applicable banking or other applicable laws and regulations; (g) prevent any notice of a claim Consenting Stakeholder or demand with respect thereto, or any waiver, modification, amendment, termination or rescission Shareholder by reason of this Agreement unless received by it in writingor the Restructuring Transactions from making, and signed by seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent.like; (3h) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice subject in all respects to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this AgreementSection 4, prevent any Consenting Stakeholder from exercising any right under any Finance Document, nor be deemed to constitute a waiver or amendment of any provision of any Finance Document other than as expressly set forth herein; (i) prevent any Consenting Stakeholder from defending, or causing the applicable Agent to defend, its Company Claims and rights in, (x) in the case of any Consenting Lender, its Collateral (as defined in the Credit Agreements), (y) in the case of Bradesco, the Escrow Agent will be entitledcollateral securing the Bradesco LC Reimbursement Agreement Claims, at or (z) in the case of any Consenting 2024 Noteholder, its option, to refuse to comply with any and all demands whatsoever until Collateral (as defined in the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreementExisting 2024 Notes Indenture), including from taking any agreement referred customary perfection step or other action as is necessary to maintain, preserve or defend the validity, existence or priority of its Company Claims in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies accordance with the terms of the relevant Finance Documents (including, without limitation, the filing of a proof of claim against any Filing Entity); provided that, for the avoidance of doubt, nothing in this Agreement. Such documentation must not require the Section 4.03(i) shall permit any Consenting Stakeholder or Shareholder to enforce any security interest, or exercise of any discretion foreclosure or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic other contractual or uncertificated form onlylegal remedy, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate any asset of any Company Party that is prohibited pursuant to Section 4.01; or (j) prohibit any Consenting Stakeholder or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by itShareholder from taking any action that is not inconsistent with this Agreement.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration a. Any interest for which the Bank is liable as a direct or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy indirect result of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will action taken or not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed taken by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility Bank with respect to any escrow securities Entry or On Us Entry shall be calculated by using a rate equal to the average federal funds rate at the Federal Reserve Bank of New York for the period for which the Bank is liable for such interest. b. The Bank may, but shall not be obligated to, set off against each obligation of the Company pursuant to this Agreement each obligation of the Bank in any capacity to, in any capacity and whether alone or otherwise, the Company, whether or not then due and whether pursuant to any deposit account or otherwise. Such setoff shall become effective at the time and Bank opts therefor even though evidence thereof is not entered in the records of the Bank until later. c. This Agreement shall be binding upon the Company and each successor and assignee of the Company and shall inure to the benefit of and be enforceable by the Bank and each successor and assignee of the Bank. d. This Agreement contains the entire agreement between the Bank and the Company with respect to the subject matter of which this Agreement and supersedes each action heretofore taken or not taken, each course of conduct heretofore pursued, accepted or acquiesced in, and each oral or written agreement and representation heretofore made, by or on behalf of the Bank with respect thereto. No action heretofore or hereafter taken or not taken, no share certificate course of conduct heretofore or other evidence hereafter pursued, accepted or electronic acquiesced in, no oral or uncertificated form written agreement or representation heretofore made, and no oral agreement or representation hereafter made by or on behalf of these securities has been delivered to itthe Bank shall modify or terminate this Agreement, impair or otherwise received adversely affect any obligation of the Company pursuant to this Agreement or arising as a direct or indirect result of this Agreement or operate as a waiver of any such right or remedy. No modification of this Agreement or waiver of any such right or remedy shall be effective unless made in writing duly executed by itthe Bank and specifically referring to such modification or waiver. e. All rights and remedies of the Bank pursuant to this Agreement or arising as a direct or indirect result of this Agreement shall be cumulative, and no such right or remedy shall be exclusive of any other such right or remedy. f. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any such provision shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid. g. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the internal law of the State of New York, without regard to principles of conflict of laws. h. In this Agreement, headings of sections are for convenience of reference only and have no substantive effect.

Additional Provisions. (1a) The Escrow Agent will be protected Time is of the essence of this Work Letter Agreement. (b) If the Plans for the Work require the construction and installation of more fire hose cabinets or telephone/electrical closets than the number regularly provided by Landlord in acting the core of the Building in which the Premises are located, Tenant agrees to pay all costs and relying reasonably upon expenses arising from the construction and installation of such additional fire hose cabinets or telephone/electrical closets. (c) Tenant agrees that unless otherwise expressly provided in the Lease, neither this Agreement nor the Lease grants Tenant any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver right of access to the Escrow Agent any such Document roof of the Building. Should Landlord, in connection with this AgreementAgreement or the Lease, not only as agree to its due execution mount equipment of any nature on the Building roof, such equipment shall, at Landlord’s option, either be maintained and installed by Landlord, or maintained and installed under Landlord’s direction, unless this Agreement expressly provides otherwise, all at Tenant’s expense. Should this Agreement or the validity and effectiveness of its provisionsLease permit Tenant to install any equipment on the roof, but also as any modifications to the truth roof or accuracy of any information therein contained, which it in good faith believes the roofs structure to accommodate that equipment shall be genuinemade at Tenant’s sole cost and expense. (2d) The Escrow Agent will not be bound by any notice Tenant agrees that should the nature of a claim or demand with respect thereto, its layout or any waiverof its equipment, modification, amendment, termination fixtures or rescission of this Agreement unless received by it furnishings to be placed in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification Premises place a burden in excess of the Escrow Agent Building’s designed load, which is 100 pounds per square foot, Tenant agrees to pay Landlord the cost of any modifications to the Building necessary to accommodate Tenant’s furniture, furnishings or layout, as well as any design, engineering or other professional fees incurred by Landlord in this Agreement are affected, unless it has given its prior written consentconnection with such modifications. (3e) The Escrow Agent may consult with or retain such legal counsel Any person signing this Work Letter Agreement on behalf of Landlord and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under Tenant warrants and represents he has authority to sign and deliver this Work Letter Agreement and may rely and act upon bind the advice party on behalf of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it which he has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisorssigned. (4f) In If Tenant fails to make any payment relating to the event of any disagreement arising under the terms of this AgreementWork as required hereunder within fifteen (15) days after written notice from Landlord specifying that such amount is due and payable, the Escrow Agent will be entitledLandlord, at its option, may complete the Work pursuant to refuse the Approved Plans and continue to comply with any hold Tenant liable for the costs thereof and all demands whatsoever until other costs due to Landlord. All amounts due from Tenant hereunder shall be deemed to be Rent due under the dispute is settled either Lease. Tenant’s failure to pay any amounts owed by Tenant hereunder when due or Tenant’s failure to perform its obligations hereunder shall also constitute a written agreement among default under the Parties Lease (subject to the notice and cure provisions referenced in Section 27 of the Lease) and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed thereunder or failure by a court of competent jurisdictionTenant to perform its obligations thereunder. (5g) The Escrow Agent will have no duties or responsibilities except as expressly provided This Work Letter Agreement sets forth the entire agreement of Tenant and Landlord regarding the Work. This Work Letter Agreement may only be amended if in this Agreement writing, duly executed by both Landlord and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a partyTenant. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the ExchangeParties, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act and shall be protected in relying and acting upon the opinion, advice or information of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of AST or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. Landlord has no knowledge of any hazardous materials or toxic wastes, at, in, under or emanating from on the Premises except as disclosed under a Stock Purchase Agreement entered into by and among ▇.▇. ▇▇▇▇, Incorporated, Shareholders of ▇.▇. ▇▇▇▇, Incorporated and HTM Holdings, Inc. of even date (1the "Stock Purchase Agreement"). If any hazardous materials or toxic wastes not disclosed under the Stock Purchase Agreement exist on, at, in, under or are emanating from the Premises as of the date of this Lease, or come into existence during the Term through the acts or negligence of Landlord or Landlord's Affiliates (collectively, a "Release") Landlord shall be responsible at its own cost and expense, for the removal and remediation of such hazardous materials or toxic wastes; provided however, that Landlord shall have no liability to Tenant under this sentence unless Tenant's business operations at the Premises are materially adversely affected due to such Release. Landlord has no knowledge of any pending or threatened actions with respect to environmental matters at the Premises as of the date hereof. The Escrow Agent will be protected respective rights and obligations of Landlord and Tenant hereunder shall in acting no way modify or alter the respective rights and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred obligations of the parties under the Stock Purchase Agreement. Landlord acknowledges and agrees that the Sellers under the Stock Purchase Agreement are obligated to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document perform certain remedial actions in connection with this bringing the Premises into compliance with certain Environmental Laws (as defined in the Stock Purchase Agreement) as described in Section 5.7 of the Stock Purchase Agreement (the "Agreed Actions") or reimburse Tenant for its cost of such remediation. If Tenant elects to perform the Agreed Actions, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will Tenant shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by required to obtain Landlord's consent to perform the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentAgreed Actions. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon If either Party brings or appeals any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration judicial action to vacate or other paper modify any award rendered pursuant to arbitration or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to opposes the Escrow Agent any confirmation of such Document in connection with this Agreement, not only as to its due execution award and the validity Party bringing or appealing such action or opposing confirmation of such award does not prevail, such Party shall pay all of the costs and effectiveness of its provisionsexpenses (including court costs, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2arbitrators’ fees and expenses and reasonable attorneys’ fees) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed incurred by the other Parties and approved by the Exchange, andParty in defending such action. Additionally, if either Party brings any action for judicial relief of an Arbitrable Dispute in the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its first instance without pursuing arbitration prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreementthereto, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not Party bringing such action for judicial relief shall be liable for refusing and shall immediately pay to act unless it has received clear the other Party all of the other Party’s costs and expenses (including court costs and reasonable documentation that complies with attorneys’ fees) in the terms event the other Party successfully moves to stay or dismiss such judicial action and/or compel it to arbitration. The failure of either Party to exercise any rights granted hereunder shall not operate as a waiver of any of those rights. This Agreement concerns transactions involving commerce among the several states. The arbitrator shall not be empowered to award punitive, exemplary, or, except in the case of fraud, bad faith, willful misconduct or gross negligence, indirect or consequential damages. The arbitrator shall decide if any inconsistency exists between the rules of the applicable arbitral forum and the arbitration provisions contained herein. If such inconsistency exists, the arbitration provisions contained herein shall control and supersede such rules. The agreement to arbitrate shall survive termination of this Agreement. Such documentation must The initiation of the dispute resolution procedures in this Article VI shall not require excuse either Party, or any of its respective Affiliates, from performing its obligations hereunder or under any of the exercise of any discretion other Definitive Agreements or independent judgment. (7) The Escrow Agent in connection with the transactions contemplated hereby. While the dispute procedure is authorized pending, the Parties and their respective Affiliates shall continue to cancel any share certificate delivered to it perform in good faith their respective obligations hereunder and hold such Securityholder’s escrow securities in electronic or uncertificated form onlyunder the other Definitive Agreements, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect subject to any escrow securities in respect rights to terminate this Agreement or the other Definitive Agreements that may be available to the Parties or their respective Affiliates. The provisions of which no share certificate or other evidence or electronic or uncertificated form this Article VI shall be the exclusive process for all Arbitrable Disputes. The terms of these securities has been delivered this Article VI, shall be without prejudice to itthe rights of each Party to obtain recovery from, or otherwise received by itto seek recourse against, the other Party (or otherwise), in such manner as such Party may elect (but subject to Section 7.4) for all claims, damages, losses, costs and matters other than those related to Arbitrable Disputes.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, Exchange and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) . The Escrow Agent will have accepts its duties and responsibilities under this Agreement and the right not to act escrow securities and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate certificates or other evidence or electronic or uncertificated form of these securities has been delivered securities, solely as custodian, bailee and agent. No trust is intended to itbe, or otherwise received by itis or will be created hereby and the Escrow Agent shall owe no duties hereunder as trustee.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Endeavor Trust Corporation or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will shall be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or and accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in Section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall endure to the benefit of and be binding upon the parties hereto and their successors and assigns. (10) The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement and all such statements and recitals are and shall be deemed to be made by the other Parties to this Agreement. (11) Notwithstanding any provisions contained in this Agreement, if the Escrow Agent continues to hold the escrow securities in escrow after five (5) years from the date of this Agreement, then the Escrow Agent shall return the escrow securities to the Issuer to be held in trust for the Securityholders and the duties and obligations of the Escrow Agent under this Agreement shall cease immediately.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction as set out in section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46‐201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangesecurities regulators with jurisdiction set out in Section 10.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy 46-201 or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1a) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2b) The Escrow Agent will not be bound by any notice of a claim or demand with respect theretoto this Agreement, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties Parties, and approved by such waiver, modification, amendment, termination or rescission is not inconsistent with the ExchangePolicy, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3c) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4d) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5e) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6f) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7g) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such the Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) h) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “"Documents”") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s Escrowed Securities in electronic, or uncertificated form only, pending release of such securities from escrow. (7) The Escrow Agent will have no responsibility with respect to any Escrowed Securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (8) The Escrow Agent will not release escrowed securities until the Issuer has provided the Escrow Agent a copy of the Final Exchange Bulletin stating the listing date of the Issuer’s securities or similar Bulletin to the satisfaction of the Escrow Agent. (9) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. Except as otherwise permitted with the consent of the Requisite Holders: (1i) The Escrow Agent will So long as any shares of Series I Preferred Stock are outstanding, except as described in the immediately following sentence and Section 5(b) of this Certificate of Designation, no dividends shall be protected authorized and declared or paid or set apart for payment on any series or class or classes of Parity Securities for any period unless full cumulative dividends have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series I Preferred Stock for all prior dividend periods. When dividends are not paid in acting full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and relying reasonably declared upon the Series I Preferred Stock and all dividends authorized and declared upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration other series or other paper class or document (collectively referred to as “Documents”) furnished to it classes of Parity Securities shall be authorized and purportedly signed by any officer or person required to or entitled to execute and deliver declared ratably in proportion to the Escrow Agent respective amounts of dividends accumulated and unpaid on the Series I Preferred Stock and such Parity Securities. In the event that any dividends payable on Parity Securities are paid in cash, such Document cash shall be paid ratably in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as proportion to the truth or accuracy respective amounts of any information therein contained, which it in good faith believes to be genuinedividends accumulated and unpaid on the Series I Preferred Stock and such Parity Securities. (2ii) The Escrow Agent will not So long as any shares of Series I Preferred Stock are outstanding, no dividends (other than dividends or distributions paid solely in Junior Securities of, or in options, warrants or rights to subscribe for or purchase, Junior Securities) shall be bound authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Securities, nor shall any Parity Securities or Junior Securities be redeemed, purchased or otherwise acquired for any consideration (other than a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Corporation or any subsidiary) by the Corporation, directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case full cumulative dividends on all outstanding shares of Series I Preferred Stock and any notice of a claim Parity Shares at the time such dividends are payable shall have been paid or demand set apart for payment for all past dividend periods with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, to the Series I Preferred Stock and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentall past dividend periods with respect to such Parity Shares. (3iii) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for Any dividend payment made on the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon Series I Preferred Stock shall first be credited against the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility earliest accrued but unpaid dividend due with respect to any escrow securities in respect of such shares which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by itremains payable.

Additional Provisions. (1) The Escrow Agent will Property Insurance and/or the Life Insurance (jointly and severally referred hereinafter as the "Insurances" or the "Policies") shall be protected assigned to the Bank and shall be charged to the Bank by way of a first-ranking charge. Any payment made, by the insurance company, if at all, in acting connection with any damage, shall be paid to the Bank, which shall first collect the amount due to it. The Borrower and/or the Pledgor undertake to give the Bank confirmation of the assignment and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document charge of the Policies in favor of the Bank (collectively herein referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver "confirmation/s of assignment"). The furnishing of the confirmation of assignment to the Escrow Agent Bank is a condition for the Loan's execution. The Bank may decide not to provide the Borrower with the Loan monies and/or any such Document part thereof before confirmations of assignment have been furnished, unless the Bank has approved otherwise, in connection with this Agreement, not only as advance and in writing. The confirmation of assignment shall include a clause regarding the insurer's obligation to its due execution and notify the validity and effectiveness Bank of its provisions, but also as the Policy's cancellation no later than 30 days prior to the truth or accuracy of any information therein contained, which it in good faith believes to be genuinecancellation. (2) The Escrow Agent will amount of the insurance pursuant to the Property Insurance Policy and/or the Life Insurance Policy in respect of each of the components of the Borrower shall not be bound by any notice less than the Borrower's debt to the Bank in respect of a claim the Loan on the date of the insurance event's occurrence, whether payable or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writingnot, and signed by including all the other Parties and approved by amounts detailed in clause 9(c) below, in accordance with the Exchange, and, if entries in the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentBank's books. (3) The Escrow Agent may consult Borrower and/or the Pledgor undertake to comply with or retain such legal counsel all the Policies' terms and advisors as it may reasonably require for conditions and to refrain from any act and/or omission that might prejudice the purpose right of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisorBorrower and/or the Pledgor and/or the Bank to collect the insurance monies. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event that damage is occasioned to the Property and/or the Pledged Property and in the event of any disagreement arising under the terms death of this Agreementone of the components of the Borrower, the Escrow Agent will be entitledBorrower and/or the Pledgor undertake to immediately notify the Bank and the insurance company thereof, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdictionin writing. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Agent Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events: i. Any breach of this Agreement; ii. Any of the representations and warranties of the Subadviser contained herein becomes untrue after the execution of this Agreement; iii. Any proposed assignment of this Agreement; iv. Any change in the Subadviser’s financial condition that could impact its abilities to perform its duties pursuant to this Agreement; v. The Subadviser becomes aware of any material fact respecting or relating to the Subadviser or the investment strategies of a Fund that is not contained in a Fund’s Registration Statement on Form N-1A, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be protected disclosed therein, and of any statement respecting or relating to the Subadviser, the Subadviser’s investment strategies or a Fund contained therein that becomes untrue in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration material respect; vi. Any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or other paper applicable law, rule or document (collectively referred regulation or if the Subadviser becomes aware that it is or likely may become subject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Subadviser from serving as “Documents”) furnished an investment adviser or performing its duties pursuant to it and purportedly signed this Agreement; vii. The Subadviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under the Agreement; and viii. The Subadviser is served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation at law or in equity, before or by any officer court, public board or body involving the affairs of any Fund. (b) The Subadviser is deemed to be an independent contractor and will, unless otherwise expressly provided or authorized by the Fund or the Adviser, have no authority to act for or represent any Fund in any way or otherwise be deemed an agent of any Fund. (c) Although each Fund is not a party hereto and shall have no responsibility for the Adviser’s or the Subadviser’s obligations hereunder, each Fund is named as explicit third party beneficiary of the parties’ agreements hereunder. No shareholder or any person required other than the Adviser and the Subadviser is a party to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and no shareholder or any person other than the Funds, the Adviser, and the validity Subadviser shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement other than the Funds. Without limiting the generality of the foregoing, nothing in this Agreement is intended, or shall be read, (i) to create in any shareholder or person other than the Fund in question (including without limitation any shareholder in any Fund) any direct, indirect, derivative, or other rights against the Adviser or Subadviser, or (ii) to create or give rise to any duty or obligation on the part of the Adviser or Subadviser (including without limitation any fiduciary duty) to any shareholder or person other than the Fund, and effectiveness all of its provisionsthe rights, but also as duties, and obligations referred to in the truth or accuracy of any information therein contained, which it in good faith believes to be genuineforegoing clauses (i) and (ii) are hereby expressly excluded from this Agreement. (2d) The Escrow Agent will not be bound by any notice Subadviser represents and warrants that it is either registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity trading advisor and is a member of a claim or demand with respect theretothe National Futures Association (“NFA”), or any waiver, modification, amendment, termination is not required to be registered with the CFTC or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification to be a member of the Escrow Agent in this Agreement are affected, unless it has given its prior written consentNFA. (3e) The Escrow Agent may consult with or retain such legal counsel Adviser represents that each Fund is a “qualified eligible person” (“QEP”) as defined in CFTC Rule 4.7 (“CFTC Rule 4.7”), and advisors the Trust will promptly notify the Sub-Adviser if the Fund ceases to be a QEP, and hereby consents to each Fund being treated as it may reasonably require for the purpose of discharging its duties or determining its rights an “exempt account” under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisorsCFTC Rule 4.7. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1a) The Escrow Warrant Agent will may consult with legal counsel (who may be protected in acting legal counsel for the Company) and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it the opinion of legal counsel shall be full and purportedly signed by any officer or person required to or entitled to execute complete authorization and deliver protection to the Escrow Warrant Agent with respect to any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth action taken or accuracy of any information therein contained, which omitted by it in good faith believes to be genuineand in accordance with the opinion. (2b) The Escrow Whenever in the performance of its duties under this Agreement the Warrant Agent will not deems it necessary or desirable that any fact or matter be bound proved or established by the Company prior to taking or suffering any notice of a claim action hereunder, the fact or demand matter (unless other evidence with respect thereto, or any waiver, modification, amendment, termination or rescission of thereto is specifically prescribed in this Agreement unless received Agreement) may be deemed to be conclusively proved and established by it in writing, and a statement signed by the other Parties and approved by President or a Vice President or the Exchange, and, if Treasurer or an Assistant Treasurer or the duties Controller or indemnification the Secretary of the Escrow Company and delivered to the Warrant Agent. However, in its discretion, the Warrant Agent may in lieu of a signed statement accept other evidence of a fact or matter or may require further or additional evidence that to it may seem reasonable. (c) The Warrant Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recital contained in this Agreement or in the Warrants (except its countersignature of the Warrants) or be required to verify the statements or recitals, and all of these statements and recitals are affected, unless it has given its prior written consentand shall be deemed to have been made only by the Company. (3e) The Escrow Warrant Agent may consult with or retain such legal counsel and advisors as it may reasonably require shall not be responsible for (i) the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms validity of this Agreement, (ii) the Escrow Agent will be entitled, at its option, to refuse to comply with any execution and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court delivery of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement or the validity and will have no duty execution of any Warrants (except its countersignature or responsibility execution of the Warrants), (iii) any breach by the Company of any covenant or condition contained herein or in any Warrant, (iv) the making of any adjustment required by Article III of this Agreement or (v) the manner, method or amount of any adjustment or the ascertaining of the existence of facts that would require any adjustment. The Warrant Agent also, by any act under the Policy or arising under any other agreementpursuant hereto, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will shall not be liable for refusing deemed to act unless it has received clear and reasonable documentation that complies with make any representation or warranty as to the terms of this Agreement. Such documentation must not require the exercise authorization or reservation of any discretion or independent judgment. (7) The Escrow Agent is authorized Common Shares to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form onlybe issued pursuant hereto, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect as to any escrow securities in respect of which no share certificate Warrant or other evidence or electronic or uncertificated form of these securities has been delivered as to itwhether, or otherwise received by itwhen issued, Common Shares shall be duly and validly issued, fully paid and nonassessable.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or and accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchangeexchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the exchange Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. (9) The Escrow Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement and all such statements and recitals are and shall be deemed to be made by the other Parties to this Agreement. (10) Any entity resulting from the merger, amalgamation or continuation of the Escrow Agent or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent without further act or formality. The Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Additional Provisions. (1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Provided that the Escrow Agent will give has obtained the prior written notice to consent of the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer, the Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the National Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.. 10

Additional Provisions. (1a) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”"DOCUMENTS") furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. (2b) The Escrow Agent will not be bound by any notice of a claim or demand with respect theretoto this Agreement, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties Parties, and approved by such waiver, modification, amendment, termination or rescission is not inconsistent with the ExchangePolicy, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. (3c) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. (4d) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5e) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6f) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7g) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such the Securityholder’s 's escrow securities in electronic electronic, or uncertificated form only, pending release of such securities from escrow. (8) h) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it.

Additional Provisions. (1i) The Escrow Agent will All insurance required under this Section 1.18 shall, unless otherwise first agreed in writing by the Mortgagee, provide that (A) there shall be protected no recourse against the Mortgagee for the payment of premiums, supplemental or back calls or commissions, warranties or representations to underwriters, (B) if such insurance provides for the payment of club calls, assessments or advances, there shall be no recourse against the Mortgagee for the payment thereof, (C) the policies shall provide for severability of interest as through separate policies were issued to each additional insured, except with respect to the limits of liabilities, (D) at least thirty (30) days’ prior written notice of any cancellation, reduction in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration amount or other paper or document material reduction in coverage of such insurance (collectively referred seven (7) days prior written notice in the case of war risk insurance, but subject to as “Documents”the automatic cancellation provisions in war risk coverages) furnished shall be given to it and purportedly signed the Mortgagee by the insurance underwriters, (E) no insurance shall be invalidated by any officer assignment of any charters of any Vessel, and (F) the insurers agree to advise Mortgagee promptly in writing of any default in the payment of any premium and of any other act or person required to omission of which such insurer has knowledge which might invalidate or entitled to execute and deliver to the Escrow Agent render unenforceable, in whole or in part, any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuinepolicy. (2ii) The Escrow Agent will Mortgagor shall not do any act, nor voluntarily suffer nor permit any act to be bound done, whereby any insurance required by this Section 1.18 shall or may be suspended, impaired or defeated, or suffer or permit any notice Vessel to engage in any voyage or any activity not permitted under policies of a claim insurance satisfactory to the Mortgagee in all respects for such voyage or demand the engaging in of such activity. Mortgagee may maintain its own policies of insurance on and with respect theretoto the Vessels, or any waiver, modification, amendment, termination or rescission provided that no such policies shall interfere with the ability of this Agreement unless received the Mortgagor to procure the coverages required to be procured by it in writing, hereby and signed by none of such policies need be contributory to satisfy the other Parties and approved by obligations of Mortgagor or the Exchange, and, if the duties or indemnification requirements of the Escrow Agent in insurances required by this Agreement are affected, unless it has given its prior written consentSection 1.18. (3iii) The Escrow Agent may consult with or retain such legal counsel Mortgagor shall, on behalf and advisors as it may reasonably require for the purpose benefit of discharging its duties or determining its rights under this Agreement itself and may rely and act upon the advice Mortgagee, (A) when required by law, maintain Certificates of such counsel or advisor. The Escrow Agent will give written notice Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Issuer Federal Water Pollution Control Act, as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse amended inter alia by the Escrow Agent Oil Pollution Act of 1990, and (B) maintain such additional coverage for any reasonable fees, expenses and disbursements of such counsel or advisors. (4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. (5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. (6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. (7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. (8) The Escrow Agent will have no responsibility with respect to any escrow securities Vessels in respect of which no share certificate pollution liability as may be required by law now or other evidence hereafter in effect or electronic or uncertificated form customary among owners of these securities has been delivered similar vessels engaged in trade in the United States from time to ittime. Mortgagor shall provide, or otherwise received by itfor Mortgagee’s benefit, freight, demurrage and defense insurance to cover any legal defense costs.