Common use of Escrow Provision Clause in Contracts

Escrow Provision. (a) The Deposit has been delivered by Purchaser to Escrow Agent as provided above. The parties agree that the Deposit shall be held by Escrow Agent in escrow and disposed of only in accordance with the provisions of this Section 4.05. Escrow Agent shall have the right to hold the Deposit in escrow in the event of any contested claims by either party relating to the Deposit. The Deposit (including any interest thereon) shall be paid over to the party entitled to receive the Deposit in accordance with this Section 4.05. (b) Escrow Agent will deliver the Deposit to Seller or Purchaser upon the following conditions: (i) At the Closing, upon the consummation thereof, Escrow Agent shall deliver the Deposit, including any interest earned thereon, to Seller; or (ii) Escrow Agent shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may be, upon receipt of written demand therefor, stating that this Agreement is being terminated upon the disbursement of the Deposit in accordance with the terms hereof or that the Closing has not taken place under this Agreement by reason of the failure of any party to comply with its obligations hereunder and therefore the other party is entitled to the Deposit (including any interest earned thereon) or a portion thereof, and in such event, Escrow Agent shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may be; provided, however, that Escrow Agent shall not honor such demand until more than ten (10) days after Escrow Agent has given a copy of such demand to the other party, nor thereafter if Escrow Agent shall have received written notice of objection from such other party in accordance with the provisions of Section 4.05(c). (c) Upon the filing of a written demand for the Deposit by Purchaser or Seller, pursuant to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy thereof to the other party. The other party shall have the right to object to such delivery by filing written notice of such objection with Escrow Agent at any time within ten (10) days after the giving of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to such delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly give a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this paragraph shall be given in a manner permitted by Section 6.01 of this Agreement. (d) In the event Escrow Agent shall have received the notice of objection provided for in Section 4.05(c) within the time therein prescribed, Escrow Agent shall continue to hold the Deposit until (i) Escrow Agent receives written notice executed on behalf of both Seller and Purchaser directing the disbursement or delivery thereof, in which case Escrow Agent shall then disburse or deliver in accordance with said direction, or (ii) in the event of litigation between Seller and Purchaser, Escrow Agent shall deposit the Deposit with the Clerk of the Court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may, at Escrow Agent's option, elect in order to terminate Escrow Agent's duties as Escrow Agent, including but not limited to deposit in Court and an action in interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party. In the event any dispute arises between Seller and Purchaser, the parties agree and Purchaser consents that Escrow Agent may act as counsel for Seller. (e) Escrow Agent may act upon any instrument or other writing believed by it, in good faith, to be genuine and to be signed and presented by the proper person, 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 willful default or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification 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. In the event Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and disburse the Deposit pursuant to Section 4.05(d) and may decline to take any other action. (f) Escrow Agent shall use the Deposit to purchase U.S. Treasury Notes or Bills or deposit the Deposit in a money market account or other interest bearing account at Citibank, N.A. or other bank acceptable to the parties. (g) Seller and Purchaser hereby agree to jointly and severally indemnify and hold Escrow Agent harmless from any damage, cost, liability or expense (including, but not limited to, reasonable legal fees, which may include an amount equal to Escrow Agent's standard charges to third parties if Escrow Agent elects to act as its own counsel) which Escrow Agent may incur by reason of its acting hereunder, without prejudice to any right either party may have to recover from the other party for any such damage, cost, liability or expense and excluding any damages, costs, liabilities or expenses which arise by reason of the gross negligence or willful misconduct of Escrow Agent.

Escrow Provision. The Title Company shall establish three (3) ---------------- separate interest-bearing escrow accounts, one for each Exchange Property. The Exchange Property Credit shall be held by the Title Company, in trust, in accordance with the following terms and conditions: (a) The Deposit has been delivered by Purchaser Title Company, shall not be liable to Escrow Agent as provided above. The parties agree that any party for holding the Deposit shall be held by Escrow Agent Exchange Property Credit in escrow and disposed of only in accordance with the provisions of this Section 4.05. Escrow Agent shall have the right to hold the Deposit in escrow 12.13 in the event of any contested claims by either party relating to the Deposit. The Deposit (including ------------- any interest thereon) shall be paid over to the party entitled to receive the Deposit in accordance with this Section 4.05Exchange Contract. (b) Escrow Agent will The Title Company shall deliver the Deposit Exchange Property Credit, and any interest earned thereon, to Seller the Purchaser or Purchaser the Seller, as the case may be, upon the following conditions: (i) At To the ClosingPurchaser, upon any amount remaining in the consummation thereof, Escrow Agent shall deliver escrow account on the Deposit, including any interest earned thereon, to Seller; orFinal Exchange Closing Date in excess of the remaining Exchange Property Credit balance. (ii) Escrow Agent shall deliver To the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may beSeller, upon receipt of a written demand therefor, notice from the Seller stating that this Agreement the Seller is being terminated upon the disbursement of the Deposit in accordance with the terms hereof or that the Closing has not taken place entitled under this Agreement by reason to the Exchange Property Credit and demanding payment of the failure of any party to comply with its obligations hereunder and therefore the other party is entitled to the Deposit (including any interest earned thereon) or a portion thereof, and in such event, Escrow Agent shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may besame; provided, however, that Escrow Agent shall the Title Company will not honor such -------- ------- demand until more not less than ten (10) days after Escrow Agent the date on which the Title Company shall have given such notice to the Purchaser of such demand, nor thereafter if, prior to or during such ten (10) day period, the Title Company shall have received written notice of objection from the Purchaser. (iii) To the Purchaser, upon receipt of a written notice from the Purchaser stating that the Purchaser is entitled under this Agreement to the return of the Exchange Property Credit and demanding return of the same; provided, however, that the Title -------- ------- Company will not honor such demand until not less than ten (10) days after the date on which the Title Company shall have given notice to the Seller of such demand, nor thereafter if prior to or during such ten (10) day period, the Title Company shall have received written notice of objection from the Seller. (c) Any notice to the Title Company shall be sufficient only if received by the Title Company within the applicable time periods set forth herein. All mailings and notices to and from the Title Company shall be sent as provided in Section 11.5. ------------ (d) If the Title Company shall receive a written demand for the Exchange Property Credit or written notice of objection to the return of the Exchange Property Credit or if there is any disagreement or dispute shall arise between or among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Exchange Property Credit, whether or not litigation has given been instituted, the Title Company shall continue to hold the Exchange Property Credit subject to such adverse claims and the Title Company shall not be or become liable in any way or to any person for its refusal to comply with such claims or demand and (i) in the event of any joint direction from the Seller and the Purchaser, the Title Company shall then disburse the Exchange Property Credit in accordance with said direction, (ii) in the event the Title Company shall receive a written notice advising that a litigation over entitlement to the Exchange Property Credit has been commenced, the Title Company may deposit the Exchange Property Credit with the clerk of the court in which said litigation is pending or (iii) the Title Company may (but shall not be required to) take such affirmative steps as it may, at its option, elect in order to substitute another impartial party satisfactory to the Seller and the Purchaser to hold the Exchange Property Credit subject to such adverse claims including the commencement of an action for interpleader in a court of competent jurisdiction, the cost thereof to be borne by whichever of the Seller and the Purchaser is the losing party and, thereupon, the Title Company shall be released of and from all liability hereunder. The Seller and the Purchaser jointly and severally agree to reimburse the Title Company for any and all expenses incurred in the discharge of its duties under this Article, including, without limitation, attorneys' fees. Nothing herein, however, shall affect the liability of a defaulting party to another party for reimbursement of any amount paid to the Title Company under this Section 12.13(d). ---------------- (e) It is expressly understood that the Title Company acts hereunder as an accommodation to the Seller and the Purchaser and as a depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form or execution of such instruments or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which the Title Company or the parties may act. (f) The Title Company shall not have any duties or responsibilities except those set forth in this Section and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Title Company to be genuine and the Title Company may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. (g) The Title Company may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (h) The Title Company shall not be responsible for any act or failure to act on its part except in the case of its own willful default or gross negligence. The Title Company shall be automatically released from all responsibility and liability under this Agreement upon the Title Company's delivery or deposit of the Exchange Property Credit in accordance with the provisions of this Agreement. (i) The Seller and the Purchaser agree that if either shall deliver to the Title Company a written demand for the Exchange Property Credit, the party making such demand shall, promptly after delivering such demand to the Title Company, deliver a copy of such demand to the other party, nor thereafter if Escrow Agent together with a statement of the facts and circumstances underlying the demand; provided, however, that nothing in this part shall have received written notice of objection from such other party in accordance with any effect whatsoever upon the provisions of Section 4.05(c). (c) Upon Title Company's rights, duties and obligations under the filing of a written demand for the Deposit by Purchaser or Seller, pursuant to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy thereof to the other party. The other party shall have the right to object to such delivery by filing written notice of such objection with Escrow Agent at any time within ten (10) days after the giving of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to such delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly give a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this paragraph shall be given in a manner permitted by Section 6.01 preceding parts of this Agreement. (d) In the event Escrow Agent shall have received the notice of objection provided for in Section 4.05(c) within the time therein prescribed, Escrow Agent shall continue to hold the Deposit until (i) Escrow Agent receives written notice executed on behalf of both Seller and Purchaser directing the disbursement or delivery thereof, in which case Escrow Agent shall then disburse or deliver in accordance with said direction, or (ii) in the event of litigation between Seller and Purchaser, Escrow Agent shall deposit the Deposit with the Clerk of the Court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may, at Escrow Agent's option, elect in order to terminate Escrow Agent's duties as Escrow Agent, including but not limited to deposit in Court and an action in interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party12. In the event any dispute arises between Seller and Purchaser, the parties agree and Purchaser consents that Escrow Agent may act as counsel for Seller. (e) Escrow Agent may act upon any instrument or other writing believed by it, in good faith, to be genuine and to be signed and presented by the proper person, 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 willful default or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification 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. In the event Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and disburse the Deposit pursuant to Section 4.05(d) and may decline to take any other action. (f) Escrow Agent shall use the Deposit to purchase U.S. Treasury Notes or Bills or deposit the Deposit in a money market account or other interest bearing account at Citibank, N.A. or other bank acceptable to the parties. (g) Seller and Purchaser hereby agree to jointly and severally indemnify and hold Escrow Agent harmless from any damage, cost, liability or expense (including, but not limited to, reasonable legal fees, which may include an amount equal to Escrow Agent's standard charges to third parties if Escrow Agent elects to act as its own counsel) which Escrow Agent may incur by reason of its acting hereunder, without prejudice to any right either party may have to recover from the other party for any such damage, cost, liability or expense and excluding any damages, costs, liabilities or expenses which arise by reason of the gross negligence or willful misconduct of Escrow Agent.----------

Escrow Provision. (a) The Initial Deposit has been and the Additional Deposit shall be delivered by Purchaser to Escrow Agent as provided abovein Section 2.02(a) hereof. The parties agree that the Initial Deposit and the Additional Deposit shall be held by Escrow Agent in escrow and disposed of only in accordance with the provisions of this Section 4.05. Escrow Agent shall have the right to hold the Initial Deposit and the Additional Deposit in escrow in the event of any contested claims by either party relating to the Depositthereto. The Initial Deposit (including and the Additional Deposit and any interest thereon) thereon shall be paid over to the party entitled to receive the Deposit same in accordance with this Section 4.05. (b) Escrow Agent will deliver the Initial Deposit and the Additional Deposit to Seller or Purchaser upon the following conditions: (i) At the Closing, upon the consummation thereof, Escrow Agent shall deliver the Deposit, including together with any interest earned thereon, to Seller; or (ii) Escrow Agent shall deliver the Deposit (including any interest earned thereon) Deposit, or a portion so much thereof as shall theretofore have been delivered to Escrow Agent to Seller and/or Purchaser, as the case may be, upon receipt of written demand therefor, stating that this Agreement is being has been terminated upon the disbursement of the Deposit in accordance with the terms hereof or that the Closing has not taken place under this Agreement by reason of the failure of any either party to comply with its obligations hereunder and therefore the other therefore, such party is entitled to the Deposit Deposit, or so much thereof as shall theretofore have been delivered to Escrow Agent (including together with any interest earned thereon) or a portion thereof), and in such event, Escrow Agent shall deliver the Deposit Deposit, or so much thereof as shall theretofore have been delivered to Escrow Agent (including together with any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may be; provided, however, that Escrow Agent shall not honor such demand until more than ten (10) days after Escrow Agent has shall have given a copy of such demand to the other party, nor thereafter if Escrow Agent shall have received written notice of objection from such other party in accordance with the provisions of Section 4.05(c)., (c) Upon the filing of a written demand for the Deposit (or so much thereof as shall theretofore have been delivered to Escrow Agent) by Purchaser or Seller, pursuant to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy thereof to the other party. The other party shall have the right to object to such delivery by filing written notice of such objection with Escrow Agent at any time within ten (10) days after the giving of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to such delivery of the DepositDeposit (or so much thereof as shall theretofore have been delivered to Escrow Agent). Upon receipt of such notice, Escrow Agent shall promptly give a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this paragraph shall be given in a manner permitted by Section 6.01 of this Agreement. (d) In the event Escrow Agent shall have received the notice of objection provided for in Section 4.05(c) within the time therein prescribed, Escrow Agent shall continue to hold the Deposit (or so much thereof as shall theretofore have been delivered to Escrow Agent) until (i) Escrow Agent receives written notice executed on behalf of both Seller and Purchaser directing the disbursement or delivery thereof, in which case Escrow Agent shall then disburse or deliver in accordance with said direction, or (ii) in the event of litigation between Seller and Purchaser, Escrow Agent shall deposit the Deposit (or so much thereof as shall theretofore have been delivered to Escrow Agent) with the Clerk of the Court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may, at Escrow Agent's option, elect in order to terminate Escrow Agent's duties as Escrow Agent, including but not limited to deposit in Court and an action in interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party. In the event any dispute arises between Seller and Purchaser, the parties agree and Purchaser consents that Escrow Agent may act as counsel for Seller. (e) Escrow Agent may act upon any instrument or other writing believed by it, in good faith, to be genuine and to be signed and presented by the proper person, 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 willful default misconduct or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification 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. In the event Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and disburse the Deposit (or so much thereof as shall theretofore have been delivered to Escrow Agent) pursuant to Section 4.05(d) and may decline to take any other action. (f) Escrow Agent shall use the Deposit to purchase U.S. Treasury Notes or Bills or deposit the Initial Deposit, the Additional Deposit and the Supplemental Deposit, if any, in a money market account or other interest bearing account at Citibank, N.A. N.A. (g) Purchaser (i) acknowledges that Escrow Agent is special counsel to Seller in connection with the transaction contemplated by this Agreement, and (ii) agrees that Escrow Agent may continue to act as counsel to Seller in connection with any dispute between Seller and Purchaser with respect to this Agreement, the Deposit or other bank acceptable to the partiesotherwise. (gh) Seller and Purchaser hereby agree to jointly and severally indemnify and hold Escrow Agent harmless from any damage, cost, liability or expense (including, but not limited to, reasonable legal fees, which may include an amount equal to Escrow Agent's standard charges to third parties if Escrow Agent elects to act as its own counsel) which Escrow Agent may incur by reason of its acting hereunderhereunder (but neither Seller nor Purchaser shall be liable for Escrow Agent's legal fees or services unless a dispute or litigation should arise under this Paragraph), without prejudice to any right either party may have to recover from the other party for any such damage, cost, liability or expense and excluding any damages, costs, liabilities or expenses which arise by reason of the gross negligence or willful misconduct of Escrow Agent.

Escrow Provision. The Title Company shall establish eight (8) ---------------- separate interest-bearing escrow accounts, one for each Exchange Parcels. The Exchange Property Credit shall be held by the Title Company, in trust, in accordance with the following terms and conditions: (a) The Deposit has been delivered by Purchaser Title Company, shall not be liable to Escrow Agent as provided above. The parties agree that any party for holding the Deposit shall be held by Escrow Agent Exchange Property Credit in escrow and disposed of only in accordance with the provisions of this Section 4.05. Escrow Agent shall have the right to hold the Deposit in escrow 12.13 in the event of any ------------- contested claims by either party relating to the Deposit. The Deposit (including any interest thereon) shall be paid over to the party entitled to receive the Deposit in accordance with this Section 4.05Exchange Contract. (b) Escrow Agent will The Title Company shall deliver the Deposit Exchange Property Credit, and any interest earned thereon, to Seller the Purchaser or Purchaser the Seller, as the case may be, upon the following conditions: (i) At To the ClosingPurchaser, upon any amount remaining in the consummation thereof, Escrow Agent shall deliver escrow account on the Deposit, including any interest earned thereon, to Seller; orFinal Exchange Closing Date in excess of the remaining Exchange Property Credit balance. (ii) Escrow Agent shall deliver To the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may beSeller, upon receipt of a written demand therefor, notice from the Seller stating that this Agreement the Seller is being terminated upon the disbursement of the Deposit in accordance with the terms hereof or that the Closing has not taken place entitled under this Agreement by reason to the Exchange Property Credit and demanding payment of the failure of any party to comply with its obligations hereunder and therefore the other party is entitled to the Deposit (including any interest earned thereon) or a portion thereof, and in such event, Escrow Agent shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may besame; provided, however, that Escrow Agent shall the Title Company will not honor such -------- ------- demand until more not less than ten (10) days after Escrow Agent the date on which the Title Company shall have given such notice to the Purchaser of such demand, nor thereafter if, prior to or during such ten (10) day period, the Title Company shall have received written notice of objection from the Purchaser. (iii) To the Purchaser, upon receipt of a written notice from the Purchaser stating that the Purchaser is entitled under this Agreement to the return of the Exchange Property Credit and demanding return of the same; provided, however, that the Title -------- ------- Company will not honor such demand until not less than ten (10) days after the date on which the Title Company shall have given notice to the Seller of such demand, nor thereafter if prior to or during such ten (10) day period, the Title Company shall have received written notice of objection from the Seller. (c) Any notice to the Title Company shall be sufficient only if received by the Title Company within the applicable time periods set forth herein. All mailings and notices to and from the Title Company shall be sent as provided in Section 11.5. ------------ (d) If the Title Company shall receive a written demand for the Exchange Property Credit or written notice of objection to the return of the Exchange Property Credit or if there is any disagreement or dispute shall arise between or among any of the parties hereto and/or any other persons resulting in adverse claims and demands being made for the Exchange Property Credit, whether or not litigation has given been instituted, the Title Company shall continue to hold the Exchange Property Credit subject to such adverse claims and the Title Company shall not be or become liable in any way or to any person for its refusal to comply with such claims or demand and (i) in the event of any joint direction from the Seller and the Purchaser, the Title Company shall then disburse the Exchange Property Credit in accordance with said direction, (ii) in the event the Title Company shall receive a written notice advising that a litigation over entitlement to the Exchange Property Credit has been commenced, the Title Company may deposit the Exchange Property Credit with the clerk of the court in which said litigation is pending or (iii) the Title Company may (but shall not be required to) take such affirmative steps as it may, at its option, elect in order to substitute another impartial party satisfactory to the Seller and the Purchaser to hold the Exchange Property Credit subject to such adverse claims including the commencement of an action for interpleader in a court of competent jurisdiction, the cost thereof to be borne by whichever of the Seller and the Purchaser is the losing party and, thereupon, the Title Company shall be released of and from all liability hereunder. The Seller and the Purchaser jointly and severally agree to reimburse the Title Company for any and all expenses incurred in the discharge of its duties under this Article, including, without limitation, attorneys' fees. Nothing herein, however, shall affect the liability of a defaulting party to another party for reimbursement of any amount paid to the Title Company under this Section 12.13(d). ---------------- (e) It is expressly understood that the Title Company acts hereunder as an accommodation to the Seller and the Purchaser and as a depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form or execution of such instruments or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which the Title Company or the parties may act. (f) The Title Company shall not have any duties or responsibilities except those set forth in this Section and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by the Title Company to be genuine and the Title Company may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. (g) The Title Company may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (h) The Title Company shall not be responsible for any act or failure to act on its part except in the case of its own willful default or gross negligence. The Title Company shall be automatically released from all responsibility and liability under this Agreement upon the Title Company's delivery or deposit of the Exchange Property Credit in accordance with the provisions of this Agreement. (i) The Seller and the Purchaser agree that if either shall deliver to the Title Company a written demand for the Exchange Property Credit, the party making such demand shall, promptly after delivering such demand to the Title Company, deliver a copy of such demand to the other party, nor thereafter if Escrow Agent together with a statement of the facts and circumstances underlying the demand; provided, however, that nothing in this part shall have received written notice any effect whatsoever upon the Title Company's rights, duties and obligations under the preceding parts of objection from such other party this Section 12. ---------- Definitions. As used in accordance with this Section 12, the provisions of Section 4.05(c). (c) Upon the filing of a written demand for the Deposit by Purchaser or Seller, pursuant to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy thereof to the other party. The other party following terms shall have ----------- ---------- the right to object to such delivery by filing written notice of such objection with Escrow Agent at any time within ten (10) days after the giving of such copy to it, but not thereafter. Such notice shall meanings set forth the basis for objecting to such delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly give a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this paragraph shall be given in a manner permitted by Section 6.01 of this Agreementbelow. (d) In the event Escrow Agent shall have received the notice of objection provided for in Section 4.05(c) within the time therein prescribed, Escrow Agent shall continue to hold the Deposit until (i) Escrow Agent receives written notice executed on behalf of both Seller and Purchaser directing the disbursement or delivery thereof, in which case Escrow Agent shall then disburse or deliver in accordance with said direction, or (ii) in the event of litigation between Seller and Purchaser, Escrow Agent shall deposit the Deposit with the Clerk of the Court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may, at Escrow Agent's option, elect in order to terminate Escrow Agent's duties as Escrow Agent, including but not limited to deposit in Court and an action in interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party. In the event any dispute arises between Seller and Purchaser, the parties agree and Purchaser consents that Escrow Agent may act as counsel for Seller. (e) Escrow Agent may act upon any instrument or other writing believed by it, in good faith, to be genuine and to be signed and presented by the proper person, 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 willful default or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification 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. In the event Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and disburse the Deposit pursuant to Section 4.05(d) and may decline to take any other action. (f) Escrow Agent shall use the Deposit to purchase U.S. Treasury Notes or Bills or deposit the Deposit in a money market account or other interest bearing account at Citibank, N.A. or other bank acceptable to the parties. (g) Seller and Purchaser hereby agree to jointly and severally indemnify and hold Escrow Agent harmless from any damage, cost, liability or expense (including, but not limited to, reasonable legal fees, which may include an amount equal to Escrow Agent's standard charges to third parties if Escrow Agent elects to act as its own counsel) which Escrow Agent may incur by reason of its acting hereunder, without prejudice to any right either party may have to recover from the other party for any such damage, cost, liability or expense and excluding any damages, costs, liabilities or expenses which arise by reason of the gross negligence or willful misconduct of Escrow Agent.

Escrow Provision. (a) The Deposit shall be held and controlled, as specified in this Agreement, by Seller's attorneys, Xxxxxxxx, Xxxxxxx & Xxxxxxx (for the purposes hereof, the "Escrow Agent"). It is understood and agreed that the Escrow Agent shall promptly, when collected by it, place the Deposit in an insured interest-bearing account at a bank, trust company or institutional depositary in Boston, Massachusetts. At the closing hereunder, the Deposit will be credited or paid to Seller, and all interest which has been delivered by Purchaser to Escrow Agent as provided above. The parties agree that earned on the Deposit shall be held by paid to Seller. If the closing does not occur for any reason whatsoever and this Agreement is terminated, then all such interest will be delivered with and paid to the party ultimately receiving the Deposit. The Escrow Agent in escrow and disposed of will have no responsibility to maximize such interest, but only in accordance with the provisions of this Section 4.05. Escrow Agent shall have the right to hold place the Deposit in escrow an account as provided for herein promptly upon collection thereof by the Escrow Agent. The Escrow Agent will not be liable for any failure of the institution in which the Deposit is being held. It is acknowledged that the Escrow Agent is counsel for Seller, and Buyer agrees that Escrow Agent may continue to act as such counsel notwithstanding its role as Escrow Agent even in the event of any contested claims by either party dispute between the parties relating to this transaction. In the event of any dispute relating to the right of possession or the disposition of the Deposit. The , the Escrow Agent will retain dominion and control over the same until such dispute shall have been settled by mutual Agreement of Buyer and Seller with notice thereof to Escrow Agent, whereupon the Deposit (including any interest thereon) shall will be paid over to the party entitled to receive the Deposit in accordance with this Section 4.05. (b) such mutual Agreement of the parties; or, if such dispute is taken to a court of competent jurisdiction, the Deposit will be paid over into the custody of such court or otherwise paid over in accordance with the final order, decree or judgment of such court. It is contemplated that the Escrow Agent will deliver not incur any cost or expense in the Deposit to Seller or Purchaser upon performance of its duties hereunder; and, in the following conditions: (i) At the Closing, upon the consummation thereofevent of a dispute, Escrow Agent shall deliver be reimbursed for its reasonable out-of-pocket costs and expenses incurred in connection with such dispute and the Depositsettlement thereof, including any interest earned thereon, such reimbursement to Sellerbe made between Buyer and Seller as they may mutually agree incident to the settlement of such dispute; or (ii) , if such dispute shall be resolved by a final order, decree or judgment by a court as aforesaid, such reimbursement shall be made by the unsuccessful party in such proceeding. In no event shall Escrow Agent be under any duty to institute or defend any such proceeding nor shall deliver the Deposit (including any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as the case may be, upon receipt of written demand therefor, stating that this Agreement is being terminated upon the disbursement of the Deposit in accordance with the terms hereof or that the Closing has not taken place under this Agreement by reason of the failure of any party to comply with its obligations hereunder and therefore the other party is entitled to the Deposit (including any interest earned thereon) or a portion thereof, and in such event, Escrow Agent shall deliver the Deposit (including be required under any interest earned thereon) circumstances to take any action requested by Seller or a portion thereof Buyer until indemnified to Seller and/or Purchaser, as the case may be; provided, however, that Escrow Agent shall not honor such demand until more than ten (10) days after Escrow Agent has given a copy of such demand to the other party, nor thereafter if Escrow Agent shall have received written notice of objection from such other party in accordance with the provisions of Section 4.05(c). (c) Upon the filing of a written demand for the Deposit by Purchaser or Seller, pursuant to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy thereof to the other party. The other party shall have the right to object to such delivery by filing written notice of such objection with Escrow Agent at any time within ten (10) days after the giving of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to such delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly give a copy thereof to the party who filed the written demand. Any notice or copy thereof given pursuant to this paragraph shall be given in a manner permitted by Section 6.01 of this Agreement. (d) In the event Escrow Agent shall have received the notice of objection provided for in Section 4.05(c) within the time therein prescribed, Escrow Agent shall continue to hold the Deposit until (i) Escrow Agent receives written notice executed on behalf of both Seller and Purchaser directing the disbursement or delivery thereof, in which case Escrow Agent shall then disburse or deliver in accordance with said direction, or (ii) in the event of litigation between Seller and Purchaser, Escrow Agent shall deposit the Deposit with the Clerk of the Court in which said litigation is pending or (iii) Escrow Agent takes such affirmative steps as Escrow Agent may, at Escrow Agent's option, elect in order to terminate Escrow Agent's duties as Escrow Agent, including but not limited to deposit in Court and an action in interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party. In the event any dispute arises between Seller and Purchaser, the parties agree and Purchaser consents that Escrow Agent may act as counsel for Seller. (e) Escrow Agent may act upon any instrument or other writing believed by it, in good faith, to be genuine and to be signed and presented reasonable satisfaction by the proper person, 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 willful default party or gross negligence. Escrow Agent shall have no duties or responsibilities except those set forth hereinparties requesting such action. Escrow Agent shall not be bound by any modification 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. In the event Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and disburse the Deposit pursuant to Section 4.05(d) and may decline to take any other action. (f) Escrow Agent shall use the Deposit to purchase U.S. Treasury Notes or Bills or deposit the Deposit in a money market account or other interest bearing account at Citibank, N.A. or other bank acceptable to the parties. (g) Seller and Purchaser hereby agree to jointly and severally indemnify and hold Escrow Agent harmless from any damage, cost, liability or expense (including, but not limited to, reasonable legal fees, which may include an amount equal to Escrow Agent's standard charges to third parties if Escrow Agent elects to act as its own counsel) which Escrow Agent may incur by reason of its acting hereunder, without prejudice liable to any right either party may have to recover from the other party except for any such damage, cost, liability or expense and excluding any damages, costs, liabilities or expenses which arise by reason of the gross negligence or willful misconduct of Escrow Agentactions taken in bad faith.