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<br />3 . 04 . The Escrc:M Agent shall furnish an acco.mting of all ÍI1vesi:IœIlts.
<br />The EscrcM Agent shall IXJt be responsible or liable for any loss suffered in connection with
<br />any invesbœnts of IIXJneys made by it in accordance with this section.
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<br />Sect.icn 4. Esc:raol Aq'ent's Authoritv: T,...,.........iTicaticn.
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<br />4.01. The Escrow Agent may act in reliance uron any writing or insi:.ruIœnt
<br />or signature which it, in geed faith, believes to be genuine, may assurœ the validity and
<br />accuracy of any stata:œnt of assertion contained in such a writing or Ì11struIœnt, and may assmœ
<br />that any person purporting to give any writing, notice, or advice of instructions in connection
<br />with the previsions hereof has been duly aui:OOrized to do so. The Escrow Agent shall IXJt :be
<br />liable in any manner for the sufficiency or correctness as to fODIl, manner and e:xecution, or
<br />validity of any instruIœnt deposited with it, oor as to the identity, authority or right of any
<br />person eJœCUting the SaIœ¡ and its duties hereunder shall be limited to those spedf.ic-ally
<br />provided herein .
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<br />4.02. Unless the Escrc:M Agent is guilty of willful misconduct with regard
<br />to its duties hereunder, Lessee and Lessor jointly and severally hereby agree to indemnify the
<br />Escrc:M Agent and hold it haDxù.ess iran any and all claims, liabilities, losses, actions, suits,
<br />or prcceedings at law or in equity, or any other ~e, fees or charges of any character or
<br />nature, which it may incur or with which it may be threatened by reason of its acting as Escrow '
<br />Agent under this Agree!œrrt:¡ and in connection therewith, to indemnify the Escrow Agent against
<br />any and all ~es, including reasonable att:oz:ney' s fees and the cost of defending any action,
<br />suit or pr=eeding or resisting any claim. The Escrc:M Agent shall be vested with a lien on all
<br />prq;ert:y deposited hereunder, for indennification, for reasonable attorneys' fees, court costs,
<br />for any suit, interpleader or otherwise, or any other expense, fees or charges of any character
<br />or nature, which may be incurred by the Escrc:M Agent by reason of disputes arising bebæen
<br />Lessee and Lessor as to the correct interpretation of the Lease or this AgreeIœnt and
<br />instructions given to the Escrc:M Agent hereœxJer, or otherwise, with the right of the Escrow
<br />Agent, regardless of the instructions aforesaid, to hold the said property until and unless said
<br />additional expenses, fees and charges shall be fully paid. <
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<br />4.03 . If Lessee or Lessor shall be in disag:reaœnt abcut the
<br />interpretation of the Lease or this .Ag:reem=nt, or about the rights and obligations, or the
<br />propriety of any action corrt:eIrplated by the Escrow Agent hereunder, the Escrow Agent may, but
<br />shall not be required to, file an appropriate civil action to resolve the disagree¡œrrt. The
<br />Escrow Agent shall be .i.ndemnified for all costs, including reasonable attorneys' fees, in
<br />connection with such civil action, and shall be fully protected in susperxling all or part of
<br />its activities under this Agreeœnt until a final judgrœnt in such action is received.
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<br />4.04. The Escrc:M Agent may consult with ccunsel of its CWIl choice and
<br />shall have full and cœp1ete authorization and protection with the opinion of such ca.msel.
<br />The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgrœnt,
<br />or for any acts or anissions of any kind unless caused by its willful misconduct.
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<br />Sect.i.cn 5. CbaDqe of E.scrcM AQent.
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<br />5.01. A national banking asscciation or a state bank having capital
<br />(~lusive of ~ capital) and surplus of at least Ten Million Dollars ($10,000,000.00),
<br />qualified as a depository of public funds, may be substituted to act as Escrow Agent under this
<br />Agreaænt, upon ag:reeIœIIt of the parties hereto. SUch substitution shall IXJt be dee:œd to
<br />a£fect the rights or cbligations of the parties. Uf:on any such substitution, the Escrow Agent
<br />agrees to assign to such substitute Escrow Agent its rights under this Ag:reenent..
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<br />5.02. The Escrc:M Agent or any successor may at any t.iIœ resign by giving
<br />m:ù.led notice to Lessee and Lessor of its intention to resign and of the prcposed date of
<br />resignation, which shall be a date IXJt less than thirty (30) days after such notice is deposited
<br />in the united states mail with postage fully prepaid, unless an earlier resignation date and
<br />the appoinbœnt of a successor Escrc:M Agent shall have been or are approved by Iessee and
<br />Iessor .
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<br />5 . 03 . The Escrc:M Agent may appoint an agent to exercise any of the
<br />pc:IMars, rights, or raœdies granted to the Escrcw Agent under this Agree!œI1t, and to hold title
<br />to pro¡;:ert:y or to take any other action which may be desirable or necessary.
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