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(g) Escrow Agent shall not be liable for any action taken or omitted or for any loss or <br />damage resulting from its actions or its performance of its duties hereunder in the absence of <br />gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (i) <br />for acting in accordance with or relying upon any instruction, notice, demand, certificate or <br />document from CITY and/or OCFA, or any entity acting on behalf of either, (ii) for any <br />consequential, punitive or special damages, or (iii) for an amount in excess of the value of the <br />Escrow Property, valued as of the date of loss. <br />(h) In the event of any ambiguity or uncertainty hereunder or in any notice or other <br />communication received by Escrow Agent hereunder, Escrow Agent is hereby authorized by <br />CITY and OCFA to refrain from taking any action other than to retain possession of the Escrow <br />Property, unless Escrow Agent receives written instructions, signed by an Authorized <br />Representative of both CITY and OCFA which eliminates such ambiguity or uncertainty. <br />Notwithstanding the foregoing, Escrow Agent acknowledges that OCFA may unilaterally <br />provide a Disbursement Instruction signed only by an Authorized Representative of OCFA <br />directing all or a portion of the Escrow Property to be distributed to OCFA, and that the <br />unilateral nature of such a Disbursement Instruction from OCFA shall not be deemed an <br />ambiguity or uncertainty. <br />(i) Escrow Agent may consult with legal counsel of its own choosing, at its own <br />expense as to any matter relating to this Agreement and Escrow Agent shall incur no liability and <br />shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in <br />accordance with the advice or opinion of such counsel. <br />0) In the event of any dispute or conflicting claim with respect to the payment, <br />ownership or right of possession of the Escrow Account or the Escrow Property, Escrow Agent <br />shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or <br />instructions. Escrow Agent is authorized and directed to retain in its possession, without liability <br />to anyone, except for its own gross negligence or willful misconduct, all or any part of the <br />Escrow Property until such dispute shall have been settled either by mutual agreement of the <br />parties concerned or by final order, decree or judgment of a court or other tribunal of competent <br />jurisdiction in the United States of America (as notified to Escrow Agent in writing by the parties <br />to the dispute or their authorized representatives and setting forth the resolution of the dispute). <br />Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such <br />proceedings. The rights of Escrow Agent under this paragraph are in addition to all other rights <br />which it may have by law or otherwise including, without limitation, the right to file an action in <br />interpleader. Notwithstanding the foregoing, Escrow Agent acknowledges that CITY has agreed <br />that OCFA may deliver to Escrow Agent and CITY a Disbursement Instruction signed solely by <br />an Authorized Representative of OCFA directing all or a portion of the Escrow Property to be <br />distributed to OCFA, and that CITY's subsequent objection to such a unilateral Disbursement <br />Instruction from OCFA shall not constitute a dispute entitling Escrow Agent to refuse to comply <br />with such Disbursement Instruction pursuant to this subdivision 0). CITY and OCFA hereby <br />expressly agree that Escrow Agent shall not be liable for any losses, costs or expenses arising <br />directly or indirectly from Escrow Agent's reliance upon and compliance with such a <br />Disbursement Instruction delivered to both Escrow Agent and CITY, notwithstanding any