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<br />I <br /> <br />insti tution selected by the Escrow Agent (the "Bank"). As used <br />herein, the term "Escrow Funds" means the Option Fee, together <br />with all interest which from time to time accrues thereon. The <br />Escrow Agent shall have no liability for the failure of the Bank <br />to return the Escrow Funds when requested or for any other <br />default, action or inaction on the part of the Bank. <br /> <br />Buyer and Seller each understand that it takes some <br />time to deposit the Option Fee in the Account and some time to <br />wi thdraw the Escrow Funds from the Account in anticipation of <br />the Closing contemplated under this Agreement, and that the <br />Escrow Funds will earn no interest during such times. <br /> <br />Seller represents that its correct taxpayer <br />identification number is Upon request by the <br />Escrow Agent, Buyer and Seller shall each execute a Payer's <br />Request for Taxpayer Identification Number (IRS Form W-g) and <br />shall deliver the same to the Escrow Agent. All interest earned <br />on the Option Fee shall be paid to the party to whom the Option <br />Fee is payable under this Agreement. <br /> <br />Buyer and Seller acknowledge that the Escrow Agent is <br />serving as escrow holder as an accommodation for the parties. <br />The Escrow Agent shall not be liable for any actions or refusal <br />to take any action undertaken in good fai th or upon reliance <br />upon documentation which it believes to be genuine. Unless the <br />Escrow Agent has received written authorization from the Buyer <br />to pay the Escrow Funds (or a portion thereof) to the Seller or <br />a closing statement or other written instructions as to the <br />disbursement of the Escrow Funds signed by both Buyer and Seller <br />or a final order of a court of competent jurisdiction directing <br />the disbursement of the Escrow Funds, the Escrow Agent shall <br />send to Seller and Buyer notice of any other proposed <br />disbursement of the Escrow Funds and not disburse such Escrow <br />Funds until ten (10) days after such notice is sent in order to <br />allow for obj ections to such proposed disbursement. In the <br />event that the Escrow Agent does not receive a written objection <br />to such proposed disbursement wi thin such ten-day period, the <br />Escrow Agent is hereby authorized to disburse the Escrow Funds <br />as set forth in such notice and upon making such disbursement, <br />the Escrow Agent shall be relieved of all liability with respect <br />to the Escrow Funds so disbursed. <br /> <br />In the event of any dispute or any doubt on the part <br />of the Escrow Agent regarding the Escrow Funds (or any portion <br />thereof), the Escrow Agent shall have the right to deposit the <br />