ORANGE COUNTY FIRE AUTHORITY - 2012 ESCROW

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Notwithstanding the foregoing, Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever Escrow Agent shall be required to release all or any portion of the Escrow Property pursuant to this Agreement. In no event shall Escrow Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. Section 6. Distribution of the Escrow Property. Escrow Agent shall hold the Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only as follows: (a) Three Business Days prior to any requested disbursement from the Escrow Account, (i) OCFA shall deliver to Escrow Agent and CITY, a unilateral written notice signed by an authorized person set forth on Schedule I attached hereto ("Authorized Representative") of OCFA to disburse all or a portion of the Escrow Property to OCFA or (ii) CITY may deliver a written notice signed by an Authorized Representative of CITY and OCFA to disburse all or part of the Escrow Property to CITY or such other party so specified therein (the "Disbursement Instruction"). A Disbursement Instruction to disburse all or a portion of the Escrow Property to OCFA must be signed by an Authorized Representative of OCFA; a Disbursement Instruction to disburse all or a portion of the Escrow Property to CITY or party other than OCFA must be signed by each party's Authorized Representative; and any Disbursement Instruction must be delivered pursuant to Section I I below. Escrow Agent shall be and is hereby authorized to withdraw and pay said disbursement as specified in a Disbursement Instruction. Escrow Agent may act upon a Disbursement Instruction received pursuant to Section I I hereunder and may rely upon the signature(s) thereon of an Authorized Representative regardless of by whom or by what means the actual or purported signature(s) thereon may have been affixed thereto if such signature(s) resemble the specimen on Schedule I attached hereto or as provided to Escrow Agent from time to time. Escrow Agent shall incur no liability to CITY or OCFA or otherwise for having acted in accordance with instructions on which it is authorized to rely pursuant to the provisions hereof. OCFA warrants and represents to CITY and Escrow Agent that OCFA shall only provide a unilateral Disbursement Instruction to Escrow Agent to disburse all or a portion of the Escrow Property to OCFA to the extent it is authorized to do so pursuant to the terms of the Fire Service Agreement. (b) All payments of the Escrow Property will be effected by wire transfer in immediately available funds. Section 7. Compensation of Escrow Agent. Escrow Agent shall be entitled to receive payment from CITY for fees, costs and expenses for all services rendered by it hereunder in accordance with Schedule II to this Agreement. CITY shall reimburse Escrow Agent on demand for all losses, liabilities, damages, disbursements, advances or expenses paid or incurred by it in the administration of its duties hereunder, including, but not limited to, all counsel, advisor and agent fees and disbursements. At all times, Escrow Agent will have a right of set off and first lien upon the Escrow Account for payment of customary fees, costs and expenses and all such losses, liabilities, damages or expenses from time to time. Such fees, costs and expenses shall be paid from the Escrow Property to the extent not otherwise paid hereunder and Escrow Agent may sell, convey or otherwise dispose of any Escrow Property for such purpose. The obligations