AGENT SHALL BE ENTITLED TO REFUSE TO ACT UNTIL, IN ITS SOLE DISCRETION, EITHER
(I) SUCH CONFLICTING OR ADVERSE CLAIMS OR DEMANDS SHALL HAVE BEEN DETERMINED BY
A FINAL ORDER, JUDGMENT OR DECREE OF A COURT OF COMPETENT JURISDICTION, WHICH
ORDER, JUDGMENT OR DECREE IS NOT SUBJECT TO APPEAL, OR SETTLED BY AGREEMENT
BETWEEN THE CONFLICTING PARTIES AS EVIDENCED IN A WRITING SATISFACTORY TO ESCROW
AGENT OR (II) ESCROW AGENT SHALL HAVE RECEIVED SECURITY OR AN INDEMNITY
SATISFACTORY TO IT SUFFICIENT TO HOLD IT HARMLESS FROM AND AGAINST ANY AND ALL
LOSSES WHICH IT MAY INCUR BY REASON OF SO ACTING.
ESCROW AGENT MAY, IN
ADDITION, ELECT, IN ITS SOLE DISCRETION, TO COMMENCE AN INTERPLEADER ACTION OR
SEEK OTHER JUDICIAL RELIEF OR ORDERS AS IT MAY DEEM, IN ITS SOLE DISCRETION,
NECESSARY.
THE COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPENSES) INCURRED IN CONNECTION WITH SUCH PROCEEDING SHALL BE PAID ONE-HALF BY
EACH OF THE DEPOSITORS.
9.
THIS AGREEMENT SHALL BE INTERPRETED,
CONSTRUED, ENFORCED AND ADMINISTERED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE
LAWS (AND NOT THE CHOICE OF LAW RULES) OF THE STATE OF NEW YORK.
EACH PARTY
HERETO HEREBY SUBMITS TO THE PERSONAL JURISDICTION OF AND EACH AGREES THAT ALL
PROCEEDINGS RELATING HERETO SHALL BE BROUGHT IN COURTS LOCATED WITHIN THE CITY
AND STATE OF NEW YORK.
EACH PARTY HERETO HEREBY WAIVES THE RIGHT TO TRIAL BY
JURY AND TO ASSERT COUNTERCLAIMS IN ANY SUCH PROCEEDINGS.
TO THE EXTENT THAT IN
ANY JURISDICTION ANY PARTY HERETO MAY BE ENTITLED TO CLAIM, FOR ITSELF OR ITS
ASSETS, IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT (WHETHER BEFORE OR AFTER
JUDGMENT) OR OTHER LEGAL PROCESS, EACH HEREBY IRREVOCABLY AGREES NOT TO CLAIM,
AND HEREBY WAIVES, SUCH IMMUNITY.
EACH PARTY HERETO WAIVES PERSONAL SERVICE OF
PROCESS AND CONSENTS TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO IT AT THE ADDRESS LAST SPECIFIED FOR
NOTICES HEREUNDER, AND SUCH SERVICE SHALL BE DEEMED COMPLETED TEN (10) CALENDAR
DAYS AFTER THE SAME IS SO MAILED.
7
10.
EXCEPT AS OTHERWISE PERMITTED HEREIN, THIS
ESCROW AGREEMENT MAY BE MODIFIED ONLY BY A WRITTEN AMENDMENT SIGNED BY ALL THE
PARTIES HERETO, AND NO WAIVER OF ANY PROVISION HEREOF SHALL BE EFFECTIVE UNLESS
EXPRESSED IN A WRITING SIGNED BY THE PARTY TO BE CHARGED.
11.
THE RIGHTS AND REMEDIES CONFERRED UPON THE
PARTIES HERETO SHALL BE CUMULATIVE, AND THE EXERCISE OR WAIVER OF ANY SUCH RIGHT
OR REMEDY SHALL NOT PRECLUDE OR INHIBIT THE EXERCISE OF ANY ADDITIONAL RIGHTS OR
REMEDIES.
THE WAIVER OF ANY RIGHT OR REMEDY HEREUNDER SHALL NOT PRECLUDE THE
SUBSEQUENT EXERCISE OF SUCH RIGHT OR REMEDY.
12.
EACH DEPOSITOR AND ESCROW AGENT HEREBY
REPRESENTS AND WARRANTS (A) THAT THIS ESCROW AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED ON ITS BEHALF AND CONSTITUTES ITS LEGAL, VALID AND
BINDING OBLIGATION AND (B) THAT THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
ESCROW AGREEMENT BY SUCH PARTY DOES NOT AND WILL NOT VIOLATE ANY APPLICABLE LAW
OR REGULATION.
13.
THE INVALIDITY, ILLEGALITY