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This Agreement is between the County and the Escrow Agent only. The <br /> Escrow Agent's duties under this Agreement are only to the County and the owners <br /> of the Refunded Obligations. <br /> The Escrow Agent has no responsibility to the County or any other person in <br /> connection with this Agreement except for those responsibilities specifically <br /> provided in this Agreement. The Escrow Agent is not responsible for anything done <br /> or omitted to be done by it except with regard to its own negligence, willful <br /> misconduct or default in the performance of any obligation imposed on it under this <br /> Agreement. The Escrow Agent, except as specifically provided for in this Agreement, <br /> is not a party to, nor is it bound by or need it consider the terms or provisions of, any <br /> other agreement or undertaking between the County and any other person. The <br /> Escrow Agent assents to and is to give consideration only to the terms and <br /> provisions of this Agreement. Unless specifically provided in this Agreement, the <br /> Escrow Agent has no duty to determine or inquire into the happening or occurrence <br /> of any event or contingency or the County's performance or failure of performance <br /> with respect to agreements with others. The Escrow Agent's sole duty under this <br /> Agreement is to safeguard the Escrow Fund and to dispose of and deliver the same <br /> in accordance with this Agreement, as this Agreement constitutes the complete <br /> agreement and understanding by all parties to this Escrow Agreement. <br /> If, however, the Escrow Agent is called upon by the terms of this Agreement <br /> to determine the occurrence of any event or contingency, the Escrow Agent is <br /> obligated to exercise reasonable care and diligence in making the determination. In <br /> the event of error in making such a determination, the Escrow Agent will be liable <br /> for its own negligence or willful misconduct. In determining the occurrence of any <br /> event or contingency, the Escrow Agent may request from the County or any other <br /> person reasonable additional evidence as the Escrow Agent in its reasonable <br /> discretion may deem appropriate to determine any fact relating to the event or <br /> contingency, and in this connection may inquire and consult with the County, among <br /> others, at any time. The Escrow Agent may consult with legal counsel (including <br /> in-house counsel), and the opinion of counsel as to any legal matters will be full and <br /> complete authority and protection to the Escrow Agent as to any action taken or <br /> omitted by it in good faith and in accordance with that opinion. <br /> 5 <br />