In the event the Escrow Agent becomes involved in any claims, controversies, or legal proceedings in connection with this escrow, Purchaser and Seller jointly and severally agree to indemnify and hold the Escrow Agent harmless from all losses, costs, damages and expenses, including attorneys' fees suffered or incurred by the Escrow Agent as a result thereof, but excluding consequential, special or exemplary damages, including, but not limited to lost profits  (collectively, “Losses”), except to the extent such Losses result from the gross negligence or willful misconduct of the Escrow Agent.  Payment of such costs, damages, expenses or fees shall b e made by Purchaser and Seller within a reasonable period of time not to exceed thirty (30) days after billing.  In the event that payment is not received by the Escrow Agent within thirty (30) days after billing, the Escrow Agent's costs, damages, expense s and fees will accrue simple interest at an annual rate of five percent (5%)may be deducted from the Escrow Fund, if any.  The obligations of Purchaser and Seller under this Section 8 shall be performable at the office of the Escrow Agent in Dallas, Texas , and shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement by lapse of time or otherwise.  Notwithstanding this Section 8, all fees and costs of the Escrow Agent shall be paid in accordance with the provisions o f this Agreement.