5.0. EDSR 07-08-2002 - Laserfiche WebLink

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failure to comply with any adverse claim or demand. Escrow Agent shall be entitled to continue, without liability, to refrain and refuse to act: (a) Until all the rights of the adverse claimants have been finally adjudicated by a court having jurisdiction of parties and the items affected, after which time the Escrow Agent shall be entitled to act in conformity with such adjudication; or (b) Until all differences have been adjusted by agreement and the Escrow Agent shall have been notified of adjustment and shall have been directed in a writing, signed jointly or in counterparts by the undersigned and by all persons making adverse claims or demands at which time agent shall be protected in acting in compliance with the notice. 11. MCCF Designated as Agent of Member. Member hereby irrevocably designates MCCF as its agent during the term of this Agreement and any extension thereof and Escrow Agent is hereby authorized to follow directions of MCCF with respect to the following matters: (a) All directions set forth in this Agreement; (b) Assignment of a Member's interest by a Member to a third • party if requested by a Member,provided,MCCF provides to Escrow Agent an agreement of assignment and assumption by and between the Member and the assignee whereby the Member assigns its interest in the Member Funds which have been deposited in the Loan Fund and its obligations under this Agreement and the assignee assumes such obligations. (c) Directions to Escrow Agent with respect to the investment of Loan Funds within the limitations set forth in Section 7 of this Agreement. (d) Establishment and modification of terms of Escrow Agent compensation and expense reimbursement as provided under this Agreement. (e) Assignment of the interest of Members under this Agreement and in the Loan Fund to a successor Escrow Agent and release of Escrow Agent upon assignment. (f) Termination of this Agreement. 12. Term and Termination. This Agreement shall be for an initial term which ends on October 31,2005 and will automatically renew for successive one year terms thereafter unless earlier terminated.This Agreement may be terminated by MCCF by giving Escrow Agent 90 days'advance written notice of termination and may be terminated by Escrow Agent by giving MCCF 90 days' advance written notice of termination. In the event a successor Escrow Agent is not appointed by • the effective date of termination the Member Funds shall be refunded to the Members. 5