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Section 9. Responsibilities of Escrow Agent. The Escrow Agent and its respective <br />successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in <br />tort, contract, or otherwise, in connection with the execution and delivery of this Escrow <br />Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or any securities <br />deposited therein, the purchase of the securities to be purchased pursuant hereto, the retention of <br />such securities or the proceeds thereof, the sufficiency of the securities or any uninvested moneys <br />held hereunder to accomplish the redemption of the Prior Bonds, or any payment, transfer or other <br />application of moneys or securities by the Escrow Agent in accordance with the provisions of this <br />Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent <br />error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact <br />contained in the "Whereas" clauses herein shall be taken as the statements of the City, and the <br />Escrow Agent assumes no responsibility for the correctness thereof The Escrow Agent makes no <br />representation as to the sufficiency of the securities to be purchased pursuant hereto and any <br />uninvested moneys to accomplish the redemption of the Prior Bonds pursuant to the Prior <br />Indenture or to the validity of this Escrow Agreement as to the City and, except as otherwise <br />provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent <br />shall not be liable in connection with the performance of its duties under this Escrow Agreement <br />except for its own negligence, willful misconduct or default, and the duties and obligations of the <br />Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The <br />Escrow Agent may consult with counsel, who may or may not be counsel to the City, and in <br />reliance upon the written opinion of such counsel shall have full and complete authorization and <br />protection in respect of any action taken, suffered or omitted by it in good faith in accordance <br />therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved <br />or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such <br />matter (except the matters set forth herein as specifically requiring a certificate of a nationally <br />recognized firm of independent certified public accountants or an opinion of counsel of recognized <br />standing in the field of law relating to municipal bonds) may be deemed to be conclusively <br />established by a written certification of the City. Whenever the Escrow Agent shall deem it <br />necessary or desirable that a matter specifically requiring a certificate of a nationally recognized <br />film of independent certified public accountants or an opinion of counsel of recognized standing <br />in the field of law relating to municipal bonds be proved or established prior to taking, suffering, <br />or omitting any such action, such matter may be established only by a certificate signed by a <br />nationally recognized film of certified public accountants or such opinion of counsel of recognized <br />standing in the field of law relating to municipal bonds. <br />No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk <br />its own funds or otherwise incur any financial liability in the performance or exercise of any of its <br />duties hereunder, or in the exercise of its rights or powers. <br />If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public <br />Debt will not, for any reason, accept a subscription of Securities that is to be submitted pursuant <br />to this Escrow Agreement, the Escrow Agent shall promptly request alternative written investment <br />instructions from the City with respect to escrowed funds which were to be invested in securities. <br />The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative <br />investment, the Escrow Agent shall hold funds uninvested and without liability for interest until <br />receipt of further written instructions from the City. In the absence of investment instructions from <br />the City, the Escrow Agent shall not be responsible for the investment of such funds or interest <br />4 <br />55394.00068\42304978.2 <br />