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EXHIBIT "B" <br />GENERAL PROVISIONS <br />1. These Instructions may be supplemented, altered, amended, modified, or revoked <br />by writing only, signed by all of the parties hereto, and approved by the Escrow Agent, upon <br />payment of all fees, costs and expenses incident thereto. <br />2. No assignment, transfer, conveyance, or hypothecation of any right, title or <br />interest in and to the subject matter of this Escrow shall be binding upon the Escrow Agent <br />unless written notice thereof shall be served upon the Escrow Agent and all fees, costs and <br />expenses incident thereto shall have been paid and then only upon the Escrow Agent's assent <br />thereto in writing. <br />3. Any notice required or desired to be given by the Escrow Agent to any party to <br />this Escrow may be given by mailing the same addressed to such party at the address given <br />below the signature of such party or the most recent address of such party shown on the records <br />of the Escrow Agent, and notice so mailed shall .for all purposes hereof be as effectual as though <br />served upon such party in person at the time of depositing such notice in the mail. <br />4. The Escrow Agent may receive any payment called for hereunder after the due <br />date thereof unless subsequent to the due date of such payment and prior to the receipt thereof <br />the Escrow Agent shall have been instructed in writing to refuse any such payment. <br />5. The Escrow Agent shall not be personally liable for any act it may do or omit to <br />do hereunder as such agent, while acting in good faith and in the exercise of its own best <br />judgment, and any act done or omitted by it pursuant to the advice of its own attorneys shall be <br />conclusive evidence of such good faith. <br />6. The Escrow Agent is hereby expressly authorized to disregard any and all notices <br />or warnings given by any of the parties hereto, or by any other person, firm or corporation, <br />excepting only orders or process of court, and is hereby expressly authorized to comply with and <br />obey any and all process, orders, judgments or decrees of any court and in case the Escrow <br />Agent obeys or complies with any such process, order, judgment or decree of any court, it shall <br />not be liable to any of the parties hereto or to any other person, firm or corporation by reason of <br />such compliance, notwithstanding any such process, order, judgment or decree be subsequently <br />reversed, modified, annulled, set aside or vacated, or found to have been issued or entered <br />without jurisdiction. <br />7. In consideration of the acceptance of this escrow by the Escrow Agent, the <br />undersigned agree, jointly and severally, for themselves, their heirs, legal representatives, <br />successors and assigns, to pay the Escrow Agent its charges hereunder and to indemnify and hold <br />it harmless as to any liability by it incurred to any other person, firm or corporation by reason of <br />its having accepted the same, or its carrying out any of the terms thereof, and to reimburse for all <br />its expenses, including, among other things, counsel fees and court costs incurred in connection <br />herewith; and that the Escrow Agent shall have a first and prior lien upon all deposits made <br />