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Notwithstanding the foregoing, Escrow Agent shall have the power to sell or liquidate the <br />foregoing investments whenever Escrow Agent shall be required to release all or any portion of <br />the Escrow Property pursuant to this Agreement. In no event shall Escrow Agent be deemed an <br />investment manager or adviser in respect of any selection of investments hereunder. <br />Section 6. Distribution of the Escrow Property. Escrow Agent shall hold the Escrow <br />Property in its possession and disburse the Escrow Property or any specified portion thereof only <br />as follows: <br />(a) Three Business Days prior to any requested disbursement from the Escrow <br />Account, (i) OCFA shall deliver to Escrow Agent and CITY, a unilateral written notice signed <br />by an authorized person set forth on Schedule I attached hereto ("Authorized Representative") of <br />OCFA to disburse all or a portion of the Escrow Property to OCFA or (ii) CITY may deliver a <br />written notice signed by an Authorized Representative of CITY and OCFA to disburse all or part <br />of the Escrow Property to CITY or such other party so specified therein (the "Disbursement <br />Instruction"). A Disbursement Instruction to disburse all or a portion of the Escrow Property to <br />OCFA must be signed by an Authorized Representative of OCFA; a Disbursement Instruction to <br />disburse all or a portion of the Escrow Property to CITY or party other than OCFA must be <br />signed by each party's Authorized Representative; and any Disbursement Instruction must be <br />delivered pursuant to Section I 1 below. Escrow Agent shall be and is hereby authorized to <br />withdraw and pay said disbursement as specified in a Disbursement Instruction. Escrow Agent <br />may act upon a Disbursement Instruction received pursuant to Section 11 hereunder and may <br />rely upon the signature(s) thereon of an Authorized Representative regardless of by whom or by <br />what means the actual or purported signature(s) thereon may have been affixed thereto if such <br />signature(s) resemble the specimen on Schedule I attached hereto or as provided to Escrow <br />Agent from time to time. Escrow Agent shall incur no liability to CITY or OCFA or otherwise <br />for having acted in accordance with instructions on which it is authorized to rely pursuant to the <br />provisions hereof. OCFA warrants and represents to CITY and Escrow Agent that OCFA shall <br />only provide a unilateral Disbursement Instruction to Escrow Agent to disburse all or a portion <br />of the Escrow Property to OCFA to the extent it is authorized to do so pursuant to the terms of <br />the Fire Service Agreement. <br />(b) All payments of the Escrow Property will be effected by wire transfer in <br />immediately available funds. <br />Section 7. Compensation of Escrow Age . tEscrow Agent shall be entitled to receive <br />payment from CITY for fees, costs and expenses for all services rendered by it hereunder in <br />accordance with Schedule II to this Agreement. CITY shall reimburse Escrow Agent on demand <br />for all losses, liabilities, damages, disbursements, advances or expenses paid or incurred by it in <br />the administration of its duties hereunder, including, but not limited to, all counsel, advisor and <br />agent fees and disbursements. At all times, Escrow Agent will have a right of set off and first <br />lien upon the Escrow Account for payment of customary fees, costs and expenses and all such <br />losses, liabilities, damages or expenses from time to time. Such fees, costs and expenses shall be <br />paid from the Escrow Property to the extent not otherwise paid hereunder and Escrow Agent <br />may sell, convey or otherwise dispose of any Escrow Property for such purpose. The obligations