BE UNDER NO OBLIGATION TO REFER TO ANY OTHER DOCUMENT BETWEEN
OR AMONG PURCHASER AND SELLER REFERRED TO IN OR RELATED TO THIS AGREEMENT,
UNLESS ESCROW AGENT IS PROVIDED WITH A COPY OF SUCH DOCUMENT AND CONSENTS
THERETO IN WRITING.
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(B)
ESCROW AGENT SHALL NOT BE LIABLE TO ANYONE
BY REASON OF ANY ERROR OF JUDGMENT, OR FOR ANY ACT DONE OR STEP TAKEN OR OMITTED
BY ESCROW AGENT IN GOOD FAITH, OR FOR ANY MISTAKE OF FACT OR LAW, OR FOR
ANYTHING WHICH ESCROW AGENT MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH,
UNLESS CAUSED BY OR ARISING OUT OF ESCROW AGENT'S ACTUAL AND INTENTIONAL
MISCONDUCT OR GROSS NEGLIGENCE.
(C)
ESCROW AGENT SHALL BE ENTITLED TO RELY, AND
SHALL BE PROTECTED IN ACTING IN RELIANCE, UPON ANY WRITING FURNISHED TO ESCROW
AGENT BY EITHER PURCHASER OR SELLER AND SHALL BE ENTITLED TO TREAT AS GENUINE,
AND AS THE DOCUMENT IT PURPORTS TO BE, ANY LETTER, PAPER OR OTHER DOCUMENT
FURNISHED TO ESCROW AGENT.
ESCROW AGENT MAY RELY ON ANY AFFIDAVIT OF EITHER
PURCHASER OR SELLER OR ANY OTHER PERSON AS TO THE EXISTENCE OF ANY FACTS STATED
THEREIN TO BE KNOWN BY THE AFFIANT.
(D)
IF SELLER SHALL BECOME ENTITLED TO RETAIN OR
RECEIVE THE DEPOSIT OR OTHER AMOUNT PAID UNDER THIS AGREEMENT, ESCROW AGENT
SHALL PAY THE SAME TO SELLER TOGETHER WITH ALL INTEREST EARNED THEREON AND IF
PURCHASER SHALL BECOME ENTITLED TO A RETURN OF THE DEPOSIT OR OTHER AMOUNT PAID
UNDER THIS AGREEMENT, ESCROW AGENT SHALL PAY THE SAME TO PURCHASER TOGETHER WITH
ALL INTEREST EARNED THEREON; PROVIDED, HOWEVER, THAT NO DISBURSEMENT PURSUANT TO
THIS SUBSECTION SHALL BE MADE BY ESCROW AGENT UNTIL THE THIRD (3RD) BUSINESS DAY
FOLLOWING THE RECEIPT OR DEEMED RECEIPT OF NOTICE BY SELLER AND PURCHASER FROM
ESCROW AGENT OF ITS INTENTION TO SO DISBURSE, AND DISBURSEMENT MADE BY ESCROW
AGENT AFTER THE PASSAGE OF SUCH THREE (3) BUSINESS DAY PERIOD SHALL RELIEVE
ESCROW AGENT FROM ALL LIABILITY IN CONNECTION WITH SUCH DISBURSEMENT UNLESS SUCH
DISBURSEMENT IS PROSCRIBED BY ORDER OF A COURT OF COMPETENT JURISDICTION OR
OBJECTED TO IN WRITING BY SELLER OR PURCHASER.
IF SUCH DISBURSEMENT IS OBJECTED
TO IN WRITING BY SELLER OR PURCHASER WITHIN SUCH THREE (3) BUSINESS DAY PERIOD,
THEN ESCROW AGENT SHALL NOT MAKE SUCH DISBURSEMENT UNTIL UNANIMOUSLY INSTRUCTED
IN WRITING BY PURCHASER AND SELLER, OR IS DIRECTED TO MAKE SUCH DISBURSEMENT BY
A COURT OF COMPETENT JURISDICTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH ABOVE, NO SUCH NOTICE BY ESCROW AGENT SHALL BE GIVEN AND NO NOTICE OF
OBJECTION MAY OR SHALL BE GIVEN BY SELLER IN THE EVENT PURCHASER TERMINATES THIS
AGREEMENT AS SET FORTH IN SECTION 5.2, AND IN SUCH EVENT ESCROW AGENT SHALL
PROMPTLY PAY THE DEPOSIT TOGETHER WITH ALL INTEREST THEREON TO PURCHASER.
(E)
IN THE EVENT OF ANY DISAGREEMENT BETWEEN
PURCHASER AND SELLER RESULTING IN ADVERSE CLAIMS AND DEMANDS BEING MADE IN
CONNECTION WITH OR AGAINST THE FUNDS HELD IN ESCROW, ESCROW AGENT SHALL REFUSE
TO COMPLY