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income of the holders thereof for purposes of Federal income taxation. The transactions may be effected only if (i) an independent certified public accountant selected by the Issuer shall certify or opine in writing to the Issuer and the Escrow Holder that the cash and principal amount of Federal Securities remaining on hand after the transactions are completed will be not less than the Escrow Requirement. and (ii I the Escrow Holder shall receive an opinion from a nationally recognized bond counsel acceptable to the Issuer to the effect that the transactions, in and by themselves will not cause interest on such Bonds to be included in the gross income of the holders thereof for purposes of Federal income taxation and such substitution is in compliance with this Agreement. Subsection 4(c) above notwithstanding, cash in excess of the Escrow Requirement caused by substitution of Federal Securities shall. as soon as practical be paid to the Issuer. SECTION 6. REDEMPTION OR ACCELERATION OF MATURITY. Except for the redemption set forth in Schedule A hereto the Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity, any Defeased Bonds. SECTION 7. INDEMNITY. To the extent permitted by law, the issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements ( including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on. incurred by. or asserted against at any time. the Escrow Holder (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Account established hereunder. the acceptance of the funds and securities deposited therein, the purchase of the Federal Securities. the retention of the Federal Securities or the proceeds thereof and any payment. transfer or other application of funds or securities by the Escrow Holder in accordance with the provisions ofthis Agreement; provided. however, that the Issuer shall not be required to indemnify the Escrow Holder against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Holder as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow Holder shall not be liable for any deficiencies in the amounts necessary to pay the Escrow Requirement. Furthermore. the Escrow Holder shall not be liable for the accuracy of the calculation as to the sufficiency of moneys and the principal amount of Federal Securities and the earnings thereon to pay the Escrow Requirement. SECTION 8. RESPONSIBILITIES OF ESCROW HOLDER. The Escrow Holder and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in ton, contract, or otherwise, in connection with the execution and delivery of this Agreement. the establishment of the Escrow Account. the acceptance of the finds deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof or for any payment. transfer or other application of moneys or securities by the Escrow Holder in accordance s%ith the provisions of this Agreement or by reason of any non -negligent or non -willful act. omission or ertor oldie Escrow Holder made in good faith in the conduct of its duties. The Escrow Holder shall, however, be 4