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has acted in the manner stated in the preceding sentence, Lucent and CITY each agree to indemnify, defend and hold harmless DSI from any and all claims, actions, damages, arbit�ation fees and expenses, costs, attorney's fees and other liabilities incurred by DSI relating in any way to this escrow arrangement. 7.2 Controlling Law. This Agreement is to be governed and construed in accordance with the laws of � the State of Illinois and all parties to this Agreement consent to jurisdiction over them by a court of competent jurisdiction in Illinois. 7.3 Notice of Requested Order. If any party intends to obtain an order from a court of competent jurisdiction which may direct DSI to take, or refrain�from taking any action, that party shall: a. Give DSI at least two business days' prior notice of the hearing; and b. Include in any such order that, as a precondition to DSI's otiligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order. ARTICLE 8—GENERAL PROVISIONS 8.1 Entire Agreement. This Agreement and the Exhibits described herein, embody the entire understanding between all of the parties with respect to its subject matter and supersedes all previous communication, representations or understandings, either oral or written. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI and Exhibit B need not be signed by CITY. 8.2 Notices. All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the addresses specified in Exhibit C. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of address. The parties shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by First Class mail. 8.3 Severabili . In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that, unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. 8.4 Successors. This Agreement shall be binding upon and shall inure to the bensfit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Lucent or CITY unless DSI receives clear, authoritative and conclusive written evidence of the change of parties. City of Redwood City Lucent Technologies Inc. By: BY: Typed Name: Typed Name: Title: Title: Date: Date: Data Securities International, Inc. By: � 5 . __. _ _ _ _ _