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~ ~ <br />performance or nonperformance by any party of any agreement or covenant contained herein for <br />any cause whatsoever. <br />Section 6. Liability of Escrow Agent; Fees. The liability of the Escrow Agent for <br />the payment of Expansion Debt Service as hereinabove set forth shall be limited solely to the <br />moneys on deposit with the Escrow Agent in the Escrow Account pursuant to this Agreement. <br />The Escrow Agent shall be not liable for any loss whatsoever resulting from, nor be required to <br />make up any deficiency with respect to, any investment made pursuant to this Agreement in <br />compliance with the provisions hereof. The duties, responsibilities and obligations of the Escrow <br />Agent shall be limited to those expressly set forth herein and no duties, responsibilities or <br />obligations shall be inferred or implied. The duties, responsibilities and obligations of the <br />Escrow Agent hereunder are solely to receive, deposit, invest, account for and repay the Deposit <br />in accordance with the terms hereof. <br />The City shall pay to the Escrow Agent its fees for its services hereunder and reimburse <br />the Escrow Agent for its reasonable expenses incurred hereunder. The Escrow Agent shall not <br />have any lien whatsoever upon any of the moneys in the Escrow Account, or otherwise deposited <br />in accordance with this Agreement, for the payment of fees and expenses for services rendered <br />by it hereunder. The City covenants and agrees to indemnify and save the Escrow Agent and its <br />officers, directors, agents and employees, harmless against any and all claims, losses, expenses <br />(including reasonable attorney fees and disbursements) and liabilities which it may incur arising <br />out of or in the exercise and performance of its duties hereunder, but excluding any and all <br />claims, losses, expenses and liabilities which are due to the negligence or willful misconduct of <br />the Escrow Agent, its officers, directors, or employees. <br />If at any time the Escrow Agent receives conflicting instructions, claims or <br />demands, including those from the City, the District, and any court, governmental, regulatory or <br />administrative agency, the Escrow Agent is authorized to refuse to comply with any of same until <br />and unless the Escrow Agent is provided with instructions, claims or demands that do not <br />conflict. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an <br />interpleader action or seek other judicial relief or orders as it may deem necessary. The Escrow <br />Agent may conclusively rely, and shall be protected in acting on such instructions, directions, <br />notifications, requests, certificates and similar documents believed by the Escrow Agent to be <br />genuine and it have been signed or presented by the proper party or parties. The duties and <br />responsibilities of the Escrow Agent shall terminate upon full payment of all monies held by it <br />hereunder, but the liability of the City for payment of fees, expenses and indemnification as <br />contained in this Section 6 shall survive. <br />Section 7. Invalidity; Applicable Law. If any one or more of the provisions of this <br />Agreement should be determined by a court of competent jurisdiction to be contrary to law, such <br />provisions shall be deemed and construed to be severable from the remaining provisions herein <br />contained and shall in no way affect the validity of the remaining provisions of this Agreement <br />This Agreement shall be construed and governed in accordance with the laws of the State of <br />California. <br />EscrwPm.doc - 5 - <br />