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.. ....._...<»,...._>_.,.a.....,,.. . .,....�.. �Ja..,..._—.._.... ... .._......_...,—.._..__ .._._...,_...._.... the City and the Authority elect to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent's understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City and the Authority agree: (i)to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the City or the Authority; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. IV. [Reserved]. V. Fees. The City shall pay to the Escrow Agent its fees for its services hereunder and reimburse the Escrow Agent for its reasonable expenses incurred hereunder. The Escrow Agent shall not have any lien whatsoever upon any of the moneys in the Escrow Fund, or otherwise deposited in accordance with these Instructions, for the payment of fees and expenses for services . rendered by it hereunder. The City and the Authority covenant and agree,jointly and severally,to indemnify and save the Escrow Agent and its officers, directors, agents and employees, harmless against any and all claims, losses, expenses (including reasonable attorney fees and disbursements) and liabilities which it may incur arising out of or in the exercise and performance of its duties hereunder, but excluding any and all claims, losses, expenses and liabilities which are due to the negligence or willful misconduct of the Escrow Agent, its officers, directars, or employees. The obligations of the City and the Authority under this Section V shall survive the removal or resignation of the Escrow Agent and payment of the 2003 Bonds and the discharge of the Prior Indenture as it relates thereto. VI. Defeasance. Upon deposit of the amounts set forth in Section 1.2 hereof, all obligations of the Authority under the Prior Indenture and all security provided by the Prior Indenture for the 2003 Bonds shall cease and terminate, excepting only the obligations of the Authority to pay, or cause to be paid, principal of and premium, if any, and interest on the 2003 Bonds from the deposit made by the City and the Authority pursuant to Section 1.2 hereof,and the Authority's obligation to indemnify the Prior Trustee pursuant to the Prior Indenture. In the event of a deficiency in the funds and amounts in the Escrow Fund for purposes of paying the debt service on the 2003 Bonds, the City and the Authority shall make up such deficiency immediately upon receipt of -4- 3aoi22_Z.DOc