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not cause such Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect on the date of the transactions and applicable to obligations issued on such date. Section 6. No Redemption or Acceleration of Maturity. Except as provided in the City Resolution, the City will not accelerate the maturity or due date of the Defeased Bonds. The Escrow Holder agrees to call the Defeased Bonds for redemption in accordance with the provisions of the City Resolution and the resolutions authorizing their issuance, copies of which have been provided to the Escrow Holder. The Escrow holder agrees to (a) select, by lot, the Defeased Bonds to be called for mandatory redemption in each of the years identified on Schedule A, (b) provide a copy of such notice to the Paying Agent for the Defeased Bonds, and (c) mail a notice of such redemption to all registered owners of obligations to be redeemed at their addresses as they appear on the registration books kept by the Paying Agent for the Defeased Bonds. Section 7. 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 tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Federal Securities under the terms hereof, the retention of the Federal Securities or the proceeds thereof or any payment, transfer or other application of money or securities by the Escrow Holder in any non -negligent act, non -negligent omission or non -negligent error of the Escrow Holder made in good faith in the conduct of its duties. The Escrow Holder shall, however, be liable to the City for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Holder shall be determined by the express provisions of this Agreement. The Escrow Holder may consult with counsel, who may or may not be counsel to the City, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Holder shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City. The Escrow Holder shall be under no duty to make any investigation or inquiry as to any statement contained or matters referred to in such certificate. Section 8. Resignation of Escrow Holder. The Escrow Holder may resign and thereby become discharged from the duties and 5