This excerpt taken from the SBN 8-K filed Aug 18, 2006.
8. Concerning the Escrow Agent.
(a) The Escrow Agent shall be entitled to its customary fee for the performance of services by the Escrow Agent hereunder for each year or portion thereof that any portion of the Escrow Fund remains in escrow and shall be reimbursed for reasonable costs and expenses incurred by it in connection with the performance of such services . A schedule of the Escrow Agents fees is attached hereto as Exhibit B. The Escrow Agent shall render statements to Buyer and the Stockholders Representative setting forth in detail the Escrow Agents Compensation and the basis upon which the Escrow Agents Compensation was computed. In addition, the Escrow Agent shall be entitled to reimbursement for costs and expenses in the event that the Escrow Agent renders any material service not contemplated in this Escrow Agreement, or if Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement (such fees, costs and expenses referred to in the previous four sentences are hereinafter referred to as the Escrow Agents Compensation). The Escrow Agents Compensation shall be paid from the Escrow Fund after written notice from the Escrow Agent to Buyer and the Stockholders Representative. To the extent that, at the Escrow End Date, accumulated income and gains on the Escrow Fund (without, for the avoidance of doubt, deduction for any distributions pursuant to paragraph 5(a) or 5(b) of this Agreement) less the amount of any disbursements pursuant to paragraph 5(c), is less than the accumulated Escrow Agents Compensation (the Compensation Deficiency), the Buyer shall assume and pay to the Escrow Agent one-half of the Compensation Deficiency and the Stockholders, through the Stockholders Representative, shall assume and pay, solely through deduction from the Escrow Fund, one-half of the Compensation Deficiency.
(b) Stockholders Representative, on behalf of Stockholders, and Buyer will jointly and severally indemnify and hold harmless the Escrow Agent and each director, employee, attorney, agent and affiliate of the Escrow Agent for, and hold it harmless against, any loss, liability or expense incurred, unless caused by or arising out of gross negligence, willful misconduct or bad faith on the part of the Escrow Agent or breach by the Escrow Agent of the terms of this Agreement, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of