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Section 21. Tax Matters. <br />(a) Withholding Forms. Escrow Agent does not have any interest in the Escrow <br />Property deposited hereunder but is serving as escrow holder only and having only possession <br />thereof. CITY and OCFA will pay or reimburse Escrow Agent upon request for any transfer <br />taxes or other taxes relating to the Escrow Property incurred in connection herewith and will <br />indemnify and hold harmless Escrow Agent from any amounts that it is obligated to pay in the <br />way of such taxes. Any payments of income from this Escrow Account will be subject to <br />withholding regulations then in force with respect to United States taxes. Due to the requirement <br />that all escrow accounts have Taxpayer Identification Numbers documented by appropriate W-8 <br />or W-9 forms, CITY and OCFA shall return the appropriate form to Escrow Agent, duly <br />completed and signed by each party's Authorized Representative. CITY and OCFA <br />acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow <br />Property hereunder. <br />(b) Tax Reporting. Escrow Agent will report payments of income from the Escrow <br />Account on an annual basis as required by law, by providing the applicable IRS Form 1099 or <br />Form 1042-5. <br />(c) Owner(s) of Income. For purposes of reporting the aggregate amount of income <br />on the Escrow Property, CITY shall be considered owner of such income. <br />Section 22. USA PATRIOT Act. CITY and OCFA shall provide to Escrow Agent <br />such information as Escrow Agent may reasonably require to permit Escrow Agent to comply <br />with its obligations under the federal USA PATRIOT Act (Uniting and Strengthening America <br />by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001). <br />Escrow Agent shall not credit any amount of the Escrow Fund or any interest or investment <br />proceeds earned thereon, or make any payment of all or a portion of the Escrow Fund or any <br />interest or investment proceeds earned thereon, to any person unless and until such person has <br />provided to Escrow Agent such documents as Escrow Agent may require to permit Escrow <br />Agent to comply with its obligations under such Act. Further, each of the parties represents and <br />warrants to Escrow Agent that it is not a hedge fund. <br />Section 23. Miscellaneous. <br />(a) The rights and remedies conferred upon the parties hereto shall be cumulative, <br />and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise <br />of any additional rights or remedies. The waiver of any right or remedy hereunder shall not <br />preclude the subsequent exercise of such right or remedy. <br />(b) This Agreement is for the exclusive benefit of the parties hereto and their <br />respective successors hereunder, and shall not be deemed to give, either express or implied, any <br />legal or equitable right, remedy, or claim to any other entity or person whatsoever. <br />(c) Each party hereby represents and warrants (i) that this Agreement has been duly <br />authorized, executed and delivered on its behalf and constitutes its legal, valid and binding <br />12