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satisfaction of the Defeased Bonds or substitute other Federal Securities for sucz Federal Securities. The County will not direct the Escrow Holder to exercise any of the powers described in the preceding sentence in any manner which would cause any Bonds to be "arbitrage bonds" within the maaning of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder. The trans- actions may be effected only if (i) an independent certified public accountant shall certify that the cash and principal amount of Federal Securities remaining on hand after the transactions are completed, together with the interest due thereon, will be not less than the Escrow Requirement, and (ii) the Escrow Holder shall receive an unqualified opinion from a nationally recognized bond counsel or tax counsel to the effect that such transactions will 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 Molder 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 g EsQrow bolder. 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 wailful 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 5