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as Schedule C. The Escrow Agent shall also mail a notice of redemption of the 2003 Bonds in accordance with the provisions of the Prior Indenture,in the form attached hereto as Schedule D. II. Irrevocability. These Instructions shall be irrevocable and may not be amended or modified unless for the purpose of(A) curing any ambiguity or omission relating to these Instructions or of curing, correcting or supplementing any defective provision contained herein; (B) adding to or supplementing the rights of the owners of the 2003 Bonds; or (C) severing any portion of these Instructions deemed to be illegal and the Escrow Agent first shall have received: (i) an opinion from nationally recognized bond counsel to the effect that such amendment or modification is in compliance with the requirements of this Section II and would not, in and of itself, (a) cause the 2003 Bonds or the interest component of the portion of the Lease Payments to become arbitrage bonds within the meaning of Section 148 of the Code and the regulations thereunder in effect at the time of such proposed amendment or modification or (b) adversely affect the conclusions expressed in the Defeasance Opinion. Except as otherwise provided herein, the owners of the 2003 Bonds shall have an express lien on all funds and amounts on deposit in the Escrow Fund with the Escrow Agent in accordance with these Instructions until used and applied in accordance herewith. III. Liability. The liability of the Escrow Agent and the Prior Trustee for the payment of moneys as hereinabove set forth respecting the payment of the debt service on, and the redemption of, the 2003 Bonds shall be limited solely to the moneys on deposit with the Escrow Agent in the Escrow Fund pursuant to these Instructions and available for such purposes. No provision of these Instructions shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. Neither the Escrow Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under these Instructions or in connection herewith except to the extent caused by the Escrow Agent's negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction,no longer subject to appeal or review. Anything in these Instructions to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect,punitive or consequential loss or damage of any kind whatsoever(including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent agrees to accept and act upon instructions or directions pursuant to these Instructions sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If -3- 340122_2.DOC