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shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with <br />the performance of its duties under this Escrow Deposit and Trust Agreement except for its <br />own negligence, willful misconduct or default, and the duties and obligations of the Escrow <br />Bank shall be determined by the express provisions of this Escrow Deposit and Trust <br />Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the <br />City, and in reliance upon the written opinion of such counsel shall have full and complete <br />authorization and protection in respect of any action taken, suffered or omitted by it in good <br />faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable <br />that a matter be proved or established prior to taking, suffering, or omitting any action under <br />this Escrow Deposit and Trust Agreement, such matter (except the matters set forth herein as <br />specifically requiring a certificate of a nationally recognized firm of independent certified public <br />accountants or an opinion of counsel) may be deemed to be conclusively established by a <br />written certification of the City. The Escrow Bank may conclusively rely and shall be fully <br />protected in acting or refraining from acting upon any resolution, certificate, statement, <br />instrument, opinion, report, notice, request, consent, order, approval or other paper or <br />document believed by it to be genuine and to have been signed or presented by the proper <br />party or parties. <br />Anything in this Escrow Deposit and Trust Agreement to the contrary notwithstanding, <br />in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or <br />damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow <br />Bank has been advised of the likelihood of such loss or damage and regardless of the form of <br />action. <br />-5- <br />