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regarding the TrandaTe i Development Rights. The provisions of this Section shall survive
<br />termination of this Agrearr mt.
<br />(a) The duties of Escrow Agent are purely ministerial in nature and shall be
<br />expressly limited to the safekeeping of the Assignment, and for the disposition of same in
<br />accordance with this Agra meat. Each of the parties to this Agreement shall and do jointly and
<br />severally indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all
<br />claims, liabilities, damages, costs, penalties. losses, actions, suits, or proceedings at law or in
<br />equity, or any other expeasts, fees, or charges of any cbaracter or nature, which Escrow Agent
<br />may incur in connection with this Agreement or which may taint from Escrow Agent's following
<br />of instructions from the parties, whether or not litigation is institaleal.
<br />(b) Escrow Agent shall not be liable: (r) to any of the parties for any act or omission
<br />to act except for Escrow Agent's own gross negligence or willful misconduct; (iri) for any legal
<br />effect, insufficiency, or undesirability of any instrument deposited with or &Uvcmd by Escrow
<br />Agent or exchanged by the parties under this Agreement, (iii) for the default, error, action, or
<br />omission of any party to this Agr+eenmmi other than Escrow Agent; or (iv) for Escrow Agent's
<br />compliance with any legal promos, o4oana, wr$s, orders, judgments, and decrees of any court,
<br />whether issued with or without jurisdiction, and whedrer or not subsequently vacated, modified,
<br />set aside, or reversed.
<br />(c) Escrow Agent may: (i) act in reliance upon any writing or instrument or sigiaature
<br />which it, in good faith, believes to be bona fide and genuine; (iii) assume the validity and accuncy
<br />of any statement contained in such a writing or inetntntextt; and (iii) assume that any person
<br />puzporting to give any writing, notice. advice, or instructions in connection wilb the provisions of
<br />this Agreement has been duly suthoarized to do so. Escrow Agent shall not be liable in any
<br />manner for the anfficieney as coucctnesas as to form, manner, and execution, or validity, of any
<br />instruammt deposited in escrow, or as to the identity, authority. or right of any person executing
<br />same. Nothing contained herein shall be deemed to pnvatl Escrow Agent from serving in a
<br />siruilar capacity on behalf of others.
<br />10. Rim
<br />(a) Many dispute arises among any of the parties to this Agreement and/or any third
<br />parties (whether concerning this Agreement, Escrow Agent's duties hrawnder. The disposition of
<br />the Assigmwz(, or any other matters), or if Escrow Agent shall be uncertain as to its duties or
<br />rights under this Agreement or shall receive instructions, claims, or demands frown any of the
<br />other parties to this Agreement and/or any third patties with respect to the Assignment which, in
<br />Escrow Agmtb opinion, are in onof ict with each other or with my provision of this Agreement,
<br />or if Escrow Agent is joined a a party to a lawsuit by virtue of the fact that it is holding the
<br />Deposit Agent. upon giving written notice to Sadler and purchaser, shall• (i) continue to hold the
<br />Deposit in escrow until such time as such dispute, uncertainty or lawsuit shall have been resolved
<br />to Escrow Agent's satisfaction, or by a final older or judgment of a court of competent
<br />jurisdiction; or (10 interplead the Deposit by filing an intapkeder action in the Circuit Court in
<br />and for Miami Dade County, Florida (to the jurisdiction of which all parties do hereby consent)
<br />and depositing the Deposit into the registry of the court, whereupon Escrow Agent shall be
<br />relieved and rdesse d from any further liability as Escrow Agent under this Agreement.
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