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Issuer shall certify or opine in writing to the Issuer and the Escrow Holder that the cash and principal
<br />amount of Federal Securities remaining on hand after the transactions are completed will be not less
<br />than the Escrow Requirement, and (ii) the Escrow Holder shall receive an opinion from a nationally
<br />recognized bond counsel acceptable to the Issuer to the effect that the transactions, in and by
<br />themselves will not cause interest on such Bonds to be included in the gross income of the holders
<br />thereof for purposes of Federal income taxation and such substitution is in compliance with this
<br />Agreement. Subsection 4(c) above notwithstanding, cash in excess of the Escrow Requirement
<br />caused by substitution of Federal Securities shall, as soon as practical be paid to the Issuer.
<br />SECTION 6. REDEMPTION OR ACCELERATION OF MATURITY. Except for the
<br />redemption set forth in Schedule A hereto the Issuer will not accelerate the maturity of, or exercise
<br />any option to redeem before maturity, any Defeased Bonds.
<br />SECTION 7, INDEMNITY. To the extent permitted by law, the Issuer hereby assumes
<br />liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and
<br />its respective successors, assigns, agents and servants, from and against any and all liabilities,
<br />obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements
<br />(including reasonable legal fees and disbursements) of whatsoever kind and nature which may be
<br />imposed on, incurred by, or asserted against at any time, the Escrow Holder (whether or not also
<br />indemnified against the same by the Issuer or any other person under any other agreement or
<br />instrument) and in any way relating to or arising out of the execution and delivery of this Agreement,
<br />the establishment of the Escrow Account established hereunder, the acceptance of the funds and
<br />securities deposited therein, the purchase of the Federal Securities, the retention of the Federal
<br />Securities or the proceeds thereof and any payment, transfer or other application of funds or securities
<br />by the Escrow Holder in accordance with the provisions of this Agreement; provided, however, that
<br />the Issuer shall not be required to indemnify the Escrow (-folder against its own negligence or willful
<br />misconduct. In no event shall the Issuer be liable to any person by reason of the transactions
<br />contemplated hereby other than to the Escrow Holder as set forth in this Section. The indemnities
<br />contained in this Section shall survive the termination of this Agreement. Tile Escrow Holder shall
<br />not be liable for any deficiencies in the amounts necessary to pay the Escrow Requirement.
<br />Furthermore, the Escrow I -folder shall not be liable for the accuracy of the calculation as to the
<br />sufficiency of moneys and the principal amount of Federal Securities and the earnings thereon to pay
<br />the Escrow Requirement.
<br />SECTION 8. RESPONSIBILITIES OF ESCROW HOLi1ER. The Escrow Holder and
<br />its respective successors, assigns, agents and servants shall not be held to any personal liability
<br />whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this
<br />Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein,
<br />the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof
<br />or for any payment, transfer or other application of moneys or securities by the Escrow Holder in
<br />accordance with the provisions of this Agreement or by reason of any non -negligent or non -willful
<br />act, omission or error of the Escrow Holder made in good faith in the conduct of its duties. The
<br />Escrow Holder shall, however, be responsible for its negligent or willful failure to coratply with its
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