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(b) If Esorow Agent shall be unable to determine at any time to whom the Binder should be paid or if a dispute should develop between Seller and Buyer concerning the disposition of the Binder, then in any such event, Escrow Agent shall pay the Binder in accordance with the joint (or consistent) written instructions of Seller and Buyer. In the event that such joint (or consistent) written instructions are not received by Escrow Agent within ten (10) days afrer Escrow Agent has served written requests for such joint (or consistent) written instructions upon Seller and Buyer, Escrow Agent shall have the right to pay all of the Binder into a state court in ConCOrd, North Carolina, having jurisdiction relative to such matter and to interplead Seller and Buyer in respect thereof; and, thereafrer, Escrow Agent shall be discharged of any further or continuing obligations in connection with the Binder. (c) If costs and expenses (including attorneys' fees) are incurred by Escrow Agent because of litigation or any dispute between Seller and Buyer arising out of the holding of the Binder, the non-prevailing party (i.e., either Seller or Buyer) shall reimburse Escrow Agent for such reasonable costs'; and expenses incurred. "Non-prevailing" party means the party failing to receive all or substantially all of the relief sought by it or failing to establish a defense to all or substantially all of tha relief sought from it. Seller and Buyer hereby agree and acknowledge that Escrow Agent assumes no liability in connection with the holding or investment of the Binder pursuant hereto, except for the willful misconduct of Escrow Agent and its employees and agents. Escrow Agent shall not be responsible for the validity, correctness or genuineness of any document or notice referred to herein; and, in the event of any dispute under this Contract relating to the disposition of the Binder, Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken in good faith in accordance with the opinion of Escrow Agent's counsel. (d) Buyer and Seller hereby acknowledge that Escrow Agent is also the law firm representing Buyer in' connection with this transaction. Both Buyer and Seller hereby waive any claim that Escrow Agent's dual role in connection with this transaction does or could constitute a conflict of interest, and Seller hereby waives any right or claim to disqualify such law firm in any present or future representation of Buyer as a result of such law firm serving as Escrow Agent hereunder. (e) Escrow Agent's address for purposes of mailing or delivering documents and notices hereunder is ag follows: Moretz & Skgfca, PLLC 37 Union Straet South, Suite B Concord, N.C. 28025 Attention: Zachary M. Moretz Telephone: (704) 721-3500 Facsimile: (704) 721-3555 (f) In accordance with North Carolina State Bar Interest On Lawyers' Trust Accounts ("IOLTA")',procedure, no interest shall be paid to Buyer, Seller or Escrow Agent upon any funds held in Escrow by Escrow Agent. The IOLTA program automatically forwards all interest from participating attorneys' trust accounts to the North Carolina State Bar for use in support of public interest legal services throughout the state. Such interest is never under the control of the participating law firm. 10 , ~r G~3