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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 />The Escrow Bank agrees to accept and act upon instructions or directions pursuant to
<br />this Escrow Deposit and Trust Agreement sent by unsecured e -mail, facsimile transmission or
<br />other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall
<br />have received an incumbency certificate listing persons designated to give such instructions or
<br />directions and containing specimen signatures of such designated persons, which such
<br />incumbency certificate shall be amended and replaced whenever a person is to be added or
<br />deleted from the listing. If the City elects to give the Escrow Bank e -mail or facsimile
<br />instructions (or instructions by a similar electronic method) and the Escrow Bank in its
<br />discretion elects to act upon such instructions, the Escrow Bank's understanding of such
<br />instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses,
<br />costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and
<br />compliance with such instructions notwithstanding such instructions conflict or are inconsistent
<br />with a subsequent written instruction. The City agrees to assume all risks arising out of the use
<br />of such electronic methods to submit instructions and directions to the Escrow Bank, including
<br />without limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk
<br />of interception and misuse by third parties.
<br />The City hereby assumes liability for, and hereby agrees (whether or not any of the
<br />transactions contemplated hereby are consummated), to the extent permitted by law, to
<br />indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
<br />assigns, agents, servants, employees, directors and officers from and against any and all
<br />liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
<br />disbursements (including legal fees and disbursements) of whatsoever kind and nature which
<br />may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or
<br />not also indemnified against by any other person under any other agreement or instrument)
<br />and in any way relating to or arising out of the execution and delivery of this Escrow Deposit
<br />and Trust Agreement, the establishment of the Escrow Fund, the retention of the moneys
<br />therein and any payment, transfer or other application of moneys by the Escrow Bank in
<br />accordance with the provisions of this Escrow Deposit and Trust Agreement, or as may arise by
<br />reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
<br />duties; provided, however, that the City shall not be required to indemnify the Escrow Bank
<br />against its own negligence or misconduct. The indemnities contained in this Section 8 shall
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