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negligence.
<br />(c) Lessor and Lessee, jointly and severally, agree to indemnify, release, and hold the Escrow
<br />Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands,
<br />judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively
<br />"Claims") claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to
<br />the Escrow Agreement and the Escrow Agent's performance hereunder or in connection herewith, except
<br />to the extent such Claims arise from Escrow Agent's willful misconduct or gross negligence as adjudicated
<br />by a court of competent jurisdiction.
<br />(d) In the event of any disagreement between or among Lessor and Lessee, or between any of
<br />them and any other person, resulting in adverse claims or demands being made to Escrow Agent in
<br />connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as
<br />to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any
<br />claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement
<br />continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way
<br />or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to
<br />refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court
<br />of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by
<br />agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in
<br />writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days' notice
<br />to Lessor and Lessee of its intention to do so, to file an action in interpleader requiring the parties to answer
<br />and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are
<br />cumulative of all other rights which it may have by law or otherwise.
<br />(e) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder,
<br />the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow
<br />Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow
<br />Funds to a court of competent jurisdiction.
<br />(f) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce
<br />the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall
<br />not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that
<br />the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable
<br />law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for
<br />the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or
<br />refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received
<br />by the Escrow Agent have been collected and are available for withdrawal.
<br />4. Escrow Account Statements and Information. The Escrow Agent agrees to send to the Lessee
<br />and/or the Lessor a copy of the Escrow Account periodic statement, upon request in accordance with the
<br />Escrow Agent's regular practices for providing account statements to its non -escrow clients and to also
<br />provide the Lessee and/or Lessor, or their designee, upon request other deposit account information,
<br />including Account balances, by telephone or by computer communication, to the extent practicable. The
<br />Lessee and Lessor agree to complete and sign all forms or agreements required by the Escrow Agent for
<br />that purpose. The Lessee and Lessor each consents to the Escrow Agent's release of such Account
<br />information to any of the individuals designated by Lessee or Lessor, which designation has been signed in
<br />accordance with Section 3(a) by any of the persons in Schedule A. Further, the Lessee and Lessor have an
<br />option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification
<br />service is requested and subsequently approved by the Escrow Agent, the Lessee and Lessor agrees to
<br />provide a valid e-mail address and other information necessary to set-up this service and sign all forms and
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