STAPLES NEIGHBORHOOD PARK FUNDING-IMPROVEMENT

4. Detention Basin Construction Costs. Upon execution of this Agreement the parties have deposited with Escrow Holder the initial Detention Basin Construction Costs in the sum of Dollars ($ ) to be held and disbursed in accordance with the terms and conditions of this Agreement. 5. Investment of Detention Basin Construction Costs. Escrow Holder is hereby instructed by County, City, CLC and Hendrick to invest the Detention Basin Construction Costs throughout the term of the escrow established under this Agreement at the written direction of County, City, CLC and Hendrick. All interest earned on the Detention Basin Construction Costs shall be added to, and shall become part of the Detention Basin Construction Costs. Escrow Holder hereby acknowledges that it does not have and will not have any interest in the Detention Basin Construction Costs or any interest earned thereon, and is serving only as an escrow agent for County, City, CLC andHendrick, and will have only possession of the Detention Basin Construction Costs without any right, title or interest therein, including, without limitation, any setoff or other such rights. 6. Release of Detention Basin Construction Costs. 6.1 Periodic Releases of Portions of Detention Basin Construction Costs. Within three (3) business days following Escrow Holder's receipt from County, City, CLC and Hendrick of written instructions signed by such parties, Escrow Holder shall disburse to CLC or to a third party or parties designated by the signed instructions from the Detention Basin Construction Costs, funds in the amount or amounts pursuant to the signed instructions. 6.2 Final Release of Detention Basin Construction Costs. Within three (3) business days following Escrow Holder's receipt from County, City, CLCandHendrick of written instructions signed by such parties, Escrow Holder shall promptly disburse the balance of the Detention Basin Construction Costs, plus all remaining interest accrued thereon, in amounts and to the parties designated in the final instructions. 7. Certain Rights, Duties, Liabilities, Privileges and Immunities of Escrow Holder. 7.1 Disagreements Between Parties. In the event of any disagreement between any of the parties to this Agreement , or between them or any of them or any other person or entity resulting in adverse claims or demands being made in connection with the subject matter of the escrow established under this Agreement, or in the event that Escrow Holder, in good faith, is in doubt as to what action it should take under this Agreement, Escrow Holder may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action, so long as such disagreement continues or such doubt exists, and, in any such event, Escrow Holder shall not be or become liable in any way or to any person or entity for its failure or refusal to act, and Escrow Holder shall be entitled either to: (a) continue to refrain from action until: (i) the rights of all parties have been determined by final arbitration and /or a final and unappealable decision of a court of competent jurisdiction; or, (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons or entities, and Escrow Holder shall have been notified thereof in writing signed by all such persons or entitles; or, (b) file an interpleader action in any court of competent jurisdiction, in which 000299.0044 \1241 1 11.2 2