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or any part thereof, or any act of Escrow Agent, Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court has jurisdiction; and, if Escrow Agent obeys or complies with any such writ, order, judgment or decree, it shall not be liable to any of the parties hereto or to any other person by reason of such compliance.
(e)	Escrow Agent shall be under no duty to take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that would result in or might require it to incur any costs, expenses, losses or liability, unless and until it shall be indemnified with respect thereto in accordance with subparagraph (f) of this Section 9.
(f)	Seller and Buyer, jointly and severally, hereby agree to indemnify and hold harmless Escrow Agent against any and all costs, losses, claims, damages, disbursements, liabilities and expenses, including reasonable costs of investigation, court costs and attorney's fees, which may be imposed upon or incurred by Escrow Agent in connection with its acceptance of, or appointment as, Escrow Agent hereunder, or in connection with the performance of its duties hereunder, including any litigation arising out of this Agreement or involving the subject matter hereof; provided, however, that said indemnity shall not cover costs, losses, claims, damages, disbursements, liabilities and expenses arising out of Escrow Agent's willful misconduct or gross negligence.
(g)	If at any time any attempt should be made to modify this Agreement in a manner that would increase the duties and responsibilities of Escrow Agent, or in any manner that Escrow Agent shall reasonably deem undesirable, or at any other time, Escrow Agent may resign by notifying the other parties hereto in accordance with Section 10 below. From the date upon which such notice is received by both Seller and Buyer until the earlier of (i) the acceptance by a successor escrow agent as shall be appointed (A) by mutual agreement of such parties, or (B) in the event the parties are unable to agree within twenty (20) days following their receipt of such notice, by the senior active Judge of the United States District Court for the Southern District of Mississippi, Jackson Division, upon application by either Seller or Buyer; or (ii) sixty (60) days following the date upon which notice was mailed, Escrow Agent's sole obligation hereunder shall be to perform its duties hereunder in accordance with the terms of this Agreement prior to any attempted modification hereof.
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