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6. Annual Report. By January 31, 2003, and by each January 31 thereafter until termination of the escrow for which provision is herein made, the Agent shall submit to the City a report covering all money it shall have received and all payments it shall have made or caused to be made hereunder during the preceding calendar year. Such report shall also list all obligations held in the Escrow Account and the amount of money existing in the Escrow Account on December 31 of such preceding year. 7. Redemption. The Agent will not less than 45 days nor more than 90 days prior to the designated redemption dates, cause the notice of redemption for the Defeased Bonds attached hereto as Exhibit C, to be mailed to the bank at which principal and interest on the bonds being called for redemption are then payable. 8. Trust: Safekeepine:. It is recognized that title to the securities and money held in the Escrow Account from time to time shall remain vested in the City but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Agent shall hold all such money and obligations in a special trust fund and account separate and wholly segregated from all other funds and securities of the Agent or deposited therein. It is understood and agreed that the responsibility of the Agent under this Escrow Agreement is limited to the safekeeping and segregation of the moneys and securities deposited with it in the Escrow Account and the collection of and accounting for the principal and interest payable with respect thereto. 9. Benefit: Remainine: Balance. This Agreement is made by the City for the benefit ofthe holders of the Defeased Bonds and is not revocable by the City, and the investments and other funds deposited in the Escrow Account and all income therefrom have been irrevocably appropriated for the payment of the Defeased Bonds and interest thereon when due, in accordance with this Escrow Agreement, provided that when all of the Defeased Bonds have been paid in full, with interest thereon, any remaining balance in the Escrow Account shall be remitted to the City. 10. Successors and Assie:ns: Beneficiaries. This Escrow Agreement shall be binding upon and shall inure to the benefit of the City and the Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders of the Defeased Bonds. Said third party beneficiaries shall be entitled to enforce performance and observance by the City and the Agent of the respective agreements and covenants herein contained as fully and completely as if third party beneficiaries were parties hereto. 11. Refundine: or Prepayment of Defeased Bonds. Notwithstanding the foregoing, the City shall not be precluded from refunding the Defeased Bonds or causing them to be prepaid prior to their maturities, and the Agent shall cooperate fully with the City upon its request for such purposed. 12. Mere:er: Resie:nation: Successor. Upon merger or consolidation of the Agent, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Agent. Upon the resignation of the 1335783vl A-2