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Service for the Defeased Bonds coming due on such date, as shown on Schedule A. (b) Expenses. on each of the due dates as shown on Schedule B, the Escrow Holder shall, solely from the cash on hand in the Escrow Account, pay the portion of the Expenses coming due on such date to the appropriate payee or payees designated on Schedule B and designated by separate certificate of the City. (c) Su 1us. on each interest payment date for the Defeased Bonds, after making the payments from the Escrow Account described in Subsections 4(a) and (b), the Escrow Holder shall, at the written request of the County, pay to the County any remaining cash in the Escrow Account in excess of the Escrow Requirement as designated in such written request, to be used for any lawful purpose of the County. (d) Priority of Payments. The holders of the Defeased Bonds shall have an express first lien on the funds and Federal securi- ties in the Escrow Account until such funds and Federal Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow Account is ever insufficient to make the payments required under Subsection 4(a), all of the payments required under Subsection 4(a) shall be made when due before any payments shall be made under Subsections 4(b) or 4(c). Section 5. Reinvestment. (a) Except as provided in Section 3 hereof, and in this Section, the Escrow Holder shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or other- wise dispose of or make substitutions of the Federal Securities held hereunder. (b) At the written direction of the County and upon compliance with the conditions hereinafter stated, the Escrow Holder shall sell, transfer, otherwise dispose of or request the redemption of any of the Federal Securities acquired hereunder and shall either apply the proceeds thereof to the full discharge and satisfaction of the Defeased Bonds or substitute other Federal Securities for such 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 meaning 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 4