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Escrow Agreement

1. Escrowee to hold funds in a in a non-interest bearing account and disbursed pursuant to the term below. 2. ESCROWEE IS DIRECTED TO RELEASE THE DEPOSIT ONLY UPON THE JOINT SIGNED AND DATED WRITTEN DIRECTION OF BUYER(s) AND SELLER(S), OR THEIR DULY DESIGNATED LEGAL REPRESENTATIVES, OR AS DIRECTED BY A COURT OF LAW. 3. Escrowee may act in reliance upon any writing, instrument or signature which it, in good faith, believes to be genuine; may assume the validity and accuracy of any statements or assertions contained therein; and may assume that any person signing such writing is duly authorized to do so. 4. Escrowee is authorized to comply with any orders or judgments entered or issued by any Court with or without jurisdiction, and upon such compliance, Escrowee shall not be liable to any of the parties hereto or any other person, by reason of such compliance, notwithstanding that any such order or judgment is entered without jurisdiction or is subsequently reversed, modified, annulled, set aside or vacated. 5. Escrowee reserves the right to resign as holder of this escrow at any time with notice to the parties, including, but not limited to a situation where its settlement services are not used. 6. Escrowee may interplead the Deposit with any Court of competent jurisdiction if (a) it resigns and the undersigned jointly do not advise it in writing of the appointment of, and direct it to transfer the Deposit to, a replacement Escrowee within thirty (30) days of such resignation or (b) there is a dispute among two or more parties hereunder with respect to the disposition of the Deposit that is not resolved or submitted for arbitration within 30 days after a written demand by Escrowee to do so. Upon such interpleading, Escrowee shall have no further obligations hereunder with respect to the Deposit. All of Escrowee s costs and expenses associated with the foregoing, including reasonable attorney's fees, shall be reimbursed to Escrowee from the Deposit before the balance of the Deposit is deposited with the Court. 7. If Escrowee is made a party to any suit or proceeding concerning this agreement, or is otherwise involved in any dispute related to the Deposit, Escrowee is hereby authorized to deduct from the Deposit any Expenses, including but not limited to the attorney fees, incurred by Escrowee related thereto. 8. Escrowee shall only be liable for gross negligence and willful misconduct in the performance of its duties under this Agreement, which shall be limited to proper holding and disbursement of the Deposit. Damages for any improper holding or disbursement are limited to the amount of the Deposit net of any prior proper disbursements. I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS.
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