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40 <br />40 <br />f <br />SECTION 4. AGREEMENT OF AGENT. Agent agrees to act, without fee, in <br />accordance with the terms and conditions of this Agreement and the instructions contained herein. <br />SECTION 5. EFFECTIVE DATE: ADDITIONAL SIGNATURES. Upon <br />release of the Escrow Documents in accordance with the provisions hereof, the consummation of the <br />transactions contemplated by the Memorandum of Understanding and the Escrow Documents shall occur. <br />1n accordance therewith, (a) the officers for the Parties shall (i) fill-in any and all blanks in the Escrow <br />Documents, (ii) attach any and all exhibits that have not heretofore been attached to the Escrow <br />Documents, and (id) make any necessary revisions to the Escrow Documents as mutually agreed to by the <br />Pasties and (b) because the patties to the Escrow Documents have executed one (1) original of each of the <br />Escrow Documents, upon release of the Escrow Documents in accordance with the provisions hereof, the <br />parties to the Escrow Documents shall execute additional originals thereof, in order that each Parry have <br />original fully executed counterparts of the Escrow Documents and (c) the Parties shall take or cause to be <br />taken such further actions and execute and deliver or cause to be executed and delivered such other <br />instruments as may be reasonably requested by the other Patties in order to consummate the transactions <br />contemplated by the Escrow Documents. <br />SECTION 6. DISPUTES. <br />(A) In the event of any disagreement between the Patties resulting in conflicting instructions to, <br />or adverse claims or demands upon Agent with respect to the release of the Escrow Documents, Agent <br />shall refuse to comply with any such instruction. claim or demand so long; as such disagreement shall <br />conunue, and in so refiusing Agent shall not release the Escrow Documents. Agent shall not be or become <br />liable in any way to any of the Patties for its failure or refusal to comply with any such conflicting instructions <br />or adverse claims or demands, and it shall be entitled to continue so to refrain from acting until such <br />conflicting or adverse demands shall have (i) been settled by agreement and Agent receives notice thereof <br />by all the Parties or (ii) finally been determined by a court of competent jurisdiction. <br />(13) If any of the Parties or Agent shall be in disagreement about the interpretation of this <br />Document Escrow Agreement, or about their respective rights and obligations, or about the propriety of <br />any action contemplated by Agent, orifAgent receives or becomes aware of conflicting demands or claims <br />with respect to this escrow or the rights of any of the Paries hereto or documents deposited herein or <br />affected hereby, Agent may, but shall not be required to, file an action in interpleader to resolve the <br />disagreement or dispute and, upon filing such action, Agent shall be released from ail obligations under this <br />Document Escrow Agreement. If any action arising out of this Document Escrow Agreement is <br />commenced by any of the Parties, Agent may deposit the Escrow Documents with the clerk of the court <br />to which such action is commenced or pending and, upon depositing the Escrow Documents, Agent shall <br />be released from all obligations under this Document Escrow Agreement. <br />jDL <br />