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The City hereby assumes liability for, and hereby agrees (whether or not any of the
<br />transactions contemplated hereby are consummated), to the extent permitted by law, to
<br />indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
<br />assigns, agents, servants, employees, directors and officers from and against any and all
<br />liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
<br />disbursements (including legal fees and disbursements) of whatsoever kind and nature which
<br />may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or
<br />not also indemnified against by any other person under any other agreement or instrument)
<br />and in any way relating to or arising out of the execution and delivery of this Escrow Deposit
<br />and Trust Agreement, the establishment of the Escrow Fund, the retention of the moneys
<br />therein and any payment, transfer or other application of moneys by the Escrow Bank in
<br />accordance with the provisions of this Escrow Deposit and Trust Agreement, or as may arise by
<br />reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
<br />duties; provided, however, that the City shall not be required to indemnify the Escrow Bank
<br />against its own negligence or willful misconduct. The indemnities contained in this Section 10
<br />shall survive the termination of this Escrow Deposit and Trust Agreement or the resignation or
<br />removal of the Escrow Bank.
<br />The City acknowledges that to the extent regulations of the Comptroller of the Currency
<br />or other applicable regulatory entity grant the City the right to receive brokerage confirmations
<br />of security transactions as they occur, the City specifically waives receipt of such confirmations
<br />to the extent permitted by law. The Escrow Bank will furnish the City monthly cash transaction
<br />statements which include detail for all investment transactions made by the Escrow Bank
<br />hereunder.
<br />No provision of this Escrow Deposit and Trust Agreement shall require the Escrow Bank
<br />to expend or risk its own funds or otherwise incur any financial liability in the performance or
<br />exercise of any of its duties hereunder, or in the exercise of its rights or powers.
<br />The Escrow Bank may execute any of the trusts or powers hereunder or perform any
<br />duties hereunder either directly or by or through agents, attorneys, custodians or nominees
<br />appointed with due care and shall not be responsible for any willful misconduct or negligence
<br />on the part of any agent, attorney, custodian or nominee so appointed.
<br />The City may remove the Escrow Bank initially appointed, and any successor thereto,
<br />and may appoint a successor or successors thereto, but any such successor shall be a bank or
<br />trust company doing business in the State of California, having a combined capital (exclusive of
<br />borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to
<br />supervision or examination by federal or state authority. If such bank or trust company
<br />publishes a report of condition at least annually, pursuant to law or to the requirements of any
<br />supervising or examining authority above referred to, then for the purposes of this Section 10
<br />the combined capital and surplus of such bank or trust company shall be deemed to be its
<br />combined capital and surplus as set forth in its most recent report of condition so published.
<br />The Escrow Bank may at any time resign by giving 30 days written notice of resignation
<br />to the City. Upon receiving such notice of resignation, the City shall promptly appoint a
<br />successor and, upon the acceptance by the successor of such appointment, release the resigning
<br />Escrow Bank from its obligations hereunder by written instrument, a copy of which instrument
<br />shall be delivered to each of the City, the resigning Escrow Bank and the successor. If no
<br />successor shall have been so appointed and have accepted appointment within 30 days after the
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