In the event of any dispute between or conflicting claims among the Fund and any other person or entity with respect to any Escrow Funds, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Funds so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to the Fund or any other person for failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either # such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent or # the Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Escrow Agent shall act on such court order and legal opinions without further question. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed an obligation of, the Fund.

In the event of any disputedisagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, including any Subscriber, resulting in adverse or conflicting claims amongor demands being made in connection with the Fund and any other personmatters covered by this Escrow Agreement, or entity with respect to any Escrow Funds,in the event that the Escrow Agent shall be entitled,is in doubt as to what action it should take hereunder, the Escrow Agent may, at its sole discretion, tooption, refuse to comply with any and all claims,claims or demands on it, or instructions with respectrefuse to such Escrow Fundstake any other action hereunder, so long as such disputedisagreement continues or conflict shall continue,such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to the Fund or any other person for its failure or refusal to comply with such conflicting claims, demands or instructions. Theact, and the Escrow Agent shall be entitled to refusecontinue so to act until, in its sole discretion, eitherrefrain from acting until # such conflicting or adverse claims or demandsthe rights of all interested parties shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent or # the Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless fromfully and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the partiesfinally adjudicated by a court of competent jurisdiction, or # all differences shall have been adjudged and thatall doubt resolved by agreement among all of the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. Theinterested persons, and the Escrow Agent shall act onhave been notified thereof in writing signed by all such court order and legal opinions without further question. Thepersons. Notwithstanding the foregoing, the Escrow Agent may,may in addition, elect,its discretion obey the order, judgment, decree or levy of any court, with jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion,discretion to commence an interpleader actioncomply with and obey any such orders, judgments, decrees or seek other judicial relieflevies. In the event that the Escrow Agent shall become involved in any arbitration or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connectionlitigation relating to the Subscriber Funds, the Escrow Agent is authorized to comply with any decision reached through such proceeding shall be paid by, and shall be deemed an obligation of, the Fund.arbitration or litigation.