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J <br />unconditionally guaranteed by, the United States of America, <br />having a market value at least equal to such cash balances. <br />ARTICLE IV <br />LIMITkTION ON INVESTMENTS <br />Section 4.01. _General. Except as herein otherwise <br />expressly provided, the Escrow Agent shall not have any <br />;power or duty to invest any money held hereunder; or to make <br />substitutions of the Escrowed Securities; or to sell <br />Transfer or otherwise dispose of the Escrowed Securities. <br />In particular, except as provided in Sections 4.02 and 4.03 <br />.__.Dw, cash balances on deposit in the Escrow Fund shall not <br />be reinvested or bear interest, and the Escrow Agent shall <br />be entitled to retain any benefit from the "float" (if any) <br />resulting therefrom as additional compensation for its <br />services hereunder. <br />Section 4.02. Reinvestment of Certain Cash Balances in <br />Escrow by Escrow. The Escrow Agent <br />proceeds of the Escrowed Securities <br />escrowed securities, at such times, <br />such terms and bearing interest at <br />provided in the Exhibit <br />purchased, shall also constitute <br />hereunder. <br />shall reinvest certain <br />in certain additional <br />in such amounts, for <br />0 °0, all as more fully <br />Such securities, when <br />Escrowed Securities <br />Section 4.03. Substitution of Securities. At the <br />written request of the Issuer, and upon compliance with the <br />conditions hereinafter stated, the Escrow Agent shall <br />utilize cash balances in the Escrow Fund, or sell, transfer, <br />therwise dispose of or request the redemption of the <br />Escrowed Securities and apply the proceeds therefrom to <br />purchase Refunded Bonds or direct obligations of, or <br />obligations the principal of and interest on which is <br />unconditionally guaranteed by, the United States of America <br />which do not permit the redemption thereof at the option of <br />the obligor, and in connection therewith the Issuer reserves <br />the right to call for redemption prior to maturity any of <br />the Refunded Bonds to the extent permitted by their <br />authorizing ordinances. Any such transaction may be <br />effected by the Escrow Agent only if (a) the Escrow Agent <br />shall have received a written opinion from a nationally <br />recognized firm of certified public accountants that such <br />transaction will not cause the amount of money and <br />securities in the Escrow Fund to be reduced below an amount <br />sufficient to provide for the full and timely payment of <br />principal of, redemption premium on and interest on all of <br />the remaining Refunded Bonds as they become due, taking into <br />account any optional redemption thereof exercised by the <br />Issuer in connection with such transaction; and (b) the <br />Escrow agent shall have received the unqualified written <br />legal opinion of nationally recognized bond counsel or tax <br />counsel to the effect that such transaction will not cause <br />the Refunded Bonds or Refunding Bonds to be "arbitrage <br />bonds" within the meaning of Section 103 (c ) of the Code. <br />Section_ 4.0_4_. Arbitrage. The Issuer hereby covenants <br />and agrees that it shall never request the Escrow Agent to <br />exercise any power hereunder or permit any part of the money <br />in the Escrow Fund or proceeds from the sale of Escrowed <br />Securities to be used directly or indirectly to acquire any <br />securities or obligations if the exercise of such power or <br />the acquisition of such securities or obligations would <br />cause the Refunded Bonds or the Refunding Bonds to be <br />"arbitrage bonds" within the meaning of Section 103(c) of <br />the Code. <br />9 <br />