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contained in this Section shall survive the termination of this Agreement and the resignation or <br />removal of Escrow Agent. <br />Section 8. Resignation or Removal of Escrow Agent. Escrow Agent may resign and <br />be discharged from its duties hereunder at any time by giving written notice thirty calendar days <br />prior to such resignation to CITY and OCFA as provided in this Section. CITY and OCFA may <br />remove Escrow Agent at any time by giving written notice signed by each party's Authorized <br />Representative at least thirty calendar days prior to such removal to Escrow Agent. Following <br />such resignation or removal, a successor Escrow Agent shall be appointed by CITY and OCFA, <br />who shall provide written notice of such to the resigning or removed Escrow Agent. Such <br />successor Escrow Agent shall become Escrow Agent hereunder, and all Escrow Property shall <br />be transferred to it upon the resignation or removal date specified in such notice. If CITY is <br />unable to appoint a successor Escrow Agent within thirty calendar days after such notice, <br />Escrow Agent may, in its sole discretion, deliver the Escrow Property to OCFA at the address <br />provided herein or may petition any court of competent jurisdiction for the appointment of a <br />successor Escrow Agent or for other appropriate relief. The costs and expenses (including but <br />not limited to its attorney fees and expenses) incurred by Escrow Agent in connection with such <br />proceeding shall be paid by CITY. On the resignation/removal date and after receipt of the <br />identity of the successor Escrow Agent, Escrow Agent shall either deliver and/or disburse the <br />Escrow Property then held hereunder to the successor Escrow Agent, less Escrow Agent's fees, <br />costs and expenses or other obligations owed to Escrow Agent. Upon its resignation or removal <br />and delivery and/or disbursement of the Escrow Property in its entirety as set forth in this <br />Section, Escrow Agent shall be discharged of and from any and all future obligations arising in <br />connection with the Escrow Property or this Agreement. <br />Section 9. Indemnification of Escrow Agent. CITY and OCFA jointly and severally <br />agree to indemnify and hold Escrow Agent harmless against any and all liabilities, losses, claims, <br />damages or expenses, including reasonable attorney's fees, that Escrow Agent may incur by <br />reason of or based upon its actions under this Agreement other than as a result of the gross <br />negligence or willful misconduct of Escrow Agent. This indemnification obligation shall survive <br />the termination of this Agreement and the resignation or removal of Escrow Agent. <br />Section 10. Rights, Duties and Immunities of Escrow A ent. Acceptance by Escrow <br />Agent of its duties under this Agreement is subject to the following terms and conditions, which <br />all parties to this Agreement hereby agree shall govern and control the rights, duties and <br />immunities of Escrow Agent. <br />(a) The duties and obligations of Escrow Agent shall be determined solely by the <br />express provisions of this Agreement and no duties or obligations shall be inferred or implied. <br />Escrow Agent shall not be liable except for the performance of such duties and obligations as are <br />expressly and specifically set out in this Agreement. Escrow Agent shall not be liable for the <br />accuracy of any calculations or the sufficiency of any funds for any purpose. <br />(b) Escrow Agent shall not be required to expend or risk any of its own funds or <br />otherwise incur any liability, financial or otherwise, in the performance of any of its duties <br />hereunder.