HAVE RECEIVED THE NOTICE OF OBJECTION
PROVIDED FOR IN SUBSECTION (B) ABOVE WITHIN THE TIME THEREIN PRESCRIBED, ESCROW
AGENT SHALL CONTINUE TO HOLD THE DEPOSIT, AND THE INTEREST ACCRUED THEREON,
UNTIL:
(I) ESCROW AGENT RECEIVES WRITTEN NOTICE FROM BOTH SELLER AND PURCHASER
DIRECTING THE DISBURSEMENT OF THE DEPOSIT, IN WHICH CASE ESCROW AGENT SHALL THEN
DISBURSE THE DEPOSIT, AND THE INTEREST ACCRUED THEREON, IN ACCORDANCE WITH SAID
DIRECTION, OR (II) LITIGATION IS COMMENCED BETWEEN SELLER AND PURCHASER, IN
WHICH CASE ESCROW AGENT SHALL DEPOSIT THE DEPOSIT, AND THE INTEREST ACCRUED
THEREON, WITH THE CLERK OF THE COURT IN WHICH SAID LITIGATION IS PENDING, OR
(III) ESCROW AGENT TAKES SUCH AFFIRMATIVE STEPS AS ESCROW AGENT MAY ELECT, AT
ESCROW AGENT'S OPTION, IN ORDER TO TERMINATE ESCROW AGENT'S DUTIES HEREUNDER,
INCLUDING BUT NOT LIMITED TO DEPOSITING THE DEPOSIT, AND THE INTEREST ACCRUED
THEREON, IN COURT AND COMMENCING AN ACTION FOR INTERPLEADER, THE COSTS THEREOF
TO BE BORNE BY WHICHEVER OF SELLER OR PURCHASER DOES NOT PREVAIL IN SUCH DISPUTE
BETWEEN THE PARTIES.
(D)
ESCROW AGENT MAY RELY AND ACT UPON ANY INSTRUMENT OR OTHER WRITING
REASONABLY BELIEVED BY ESCROW AGENT TO BE GENUINE AND PURPORTING TO BE SIGNED
AND PRESENTED BY ANY PERSON OR PERSONS PURPORTING TO HAVE AUTHORITY TO ACT ON
BEHALF OF SELLER OR PURCHASER, AS THE CASE MAY BE, AND SHALL NOT BE LIABLE IN
CONNECTION WITH THE PERFORMANCE OF ANY DUTIES IMPOSED UPON ESCROW AGENT BY THE
PROVISIONS OF THIS AGREEMENT, EXCEPT FOR ESCROW AGENT'S OWN GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR DEFAULT.
ESCROW AGENT SHALL HAVE NO DUTIES OR
RESPONSIBILITIES EXCEPT THOSE SET FORTH HEREIN.
ESCROW AGENT SHALL NOT BE BOUND
BY ANY MODIFICATION, CANCELLATION OR RESCISSION OF THIS AGREEMENT UNLESS THE
SAME IS IN WRITING AND SIGNED BY PURCHASER AND SELLER, AND, IF ESCROW AGENT'S
DUTIES HEREUNDER ARE AFFECTED, UNLESS ESCROW AGENT SHALL HAVE GIVEN PRIOR
WRITTEN CONSENT THERETO.
ESCROW AGENT SHALL BE REIMBURSED BY SELLER AND
PURCHASER FOR ANY EXPENSES (INCLUDING REASONABLE LEGAL FEES AND DISBURSEMENTS OF
OUTSIDE COUNSEL, INCLUDING ALL OF ESCROW AGENT'S FEES AND EXPENSES WITH RESPECT
TO ANY INTERPLEADER ACTION PURSUANT TO PARAGRAPH (C) ABOVE) INCURRED IN
CONNECTION WITH THIS AGREEMENT, AND SUCH LIABILITY SHALL BE JOINT AND
6
SEVERAL; PROVIDED THAT, AS BETWEEN PURCHASER AND SELLER, THE PREVAILING PARTY IN
ANY DISPUTE OVER THE DEPOSIT SHALL BE ENTITLED TO REIMBURSEMENT OF ANY SUCH
EXPENSES PAID TO ESCROW AGENT.
IN THE EVENT THAT ESCROW AGENT SHALL BE
UNCERTAIN AS TO ESCROW AGENT'S DUTIES OR RIGHTS HEREUNDER, OR SHALL RECEIVE
INSTRUCTIONS FROM PURCHASER OR SELLER THAT, IN ESCROW AGENT'S OPINION, ARE IN
CONFLICT WITH ANY OF THE PROVISIONS HEREOF, ESCROW AGENT SHALL BE ENTITLED TO
HOLD AND APPLY THE DEPOSIT, AND THE INTEREST ACCRUED THEREON, PURSUANT TO
PARAGRAPH (C) HEREOF AND MAY DECLINE TO TAKE ANY OTHER ACTION.
AFTER DELIVERY
OF THE DEPOSIT, AND THE INTEREST ACCRUED THEREON, IN ACCORDANCE HEREWITH, ESCROW
AGENT SHALL HAVE NO FURTHER LIABILITY OR OBLIGATION OF ANY KIND WHATSOEVER.
(E)
ESCROW AGENT SHALL HAVE THE RIGHT AT ANY