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40 <br />4b <br />61 <br />(b) to immediately invest $3,529,356.00 of such funds in the Federal Securities set forth on <br />Schedule B attached hereto and to hold such securities and $9.93 of such funds in cash in accordance <br />with the terms of this Agreement; <br />(c) in the event the securities described on Schedule B cannot be purchased, substitute <br />securities may be purchased with the consent of the Issuer but only upon receipt of verification from <br />an independent certified public accountant that the cash and securities deposited will not be less than <br />the Escrow Requirement and only upon receipt of an opinion of Bryant, Miller and Olive, P.A., that <br />such securities constitute Federal Securities for purposes of this Agreement; <br />(d) there will be no investment of funds except as set forth in this Section 3 and except <br />as set forth in Section 5. <br />SECTION d. PAYMENTOF BONDS AND EXPENSES. <br />(a) Defea d Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow <br />Holder shall transfer to The Bank of New York, New York, New York, the Paying Agent For the <br />Defeased Bonds (the "Paying Agent"), in immediately available funds solely from amounts available <br />in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service for the <br />Defeased Bonds coining due on such dates, as shown on Schedule A. <br />(b) Sim. After making the payments from the Escrow Account described in Subsection <br />4(a) above, the Escrow Holder shall retain in the Escrow Account any remaining cash in the Escrow <br />Account in excess of the Escrow Requirement until the termination of this Agreement, and shall then <br />pay any remaining funds to the Issuer. <br />(c) Priority of Payments. The holders of the Defeased Bonds shall have an express first <br />priority security interest in the funds and Federal Securities in the Escrow Account until such funds <br />and Federal Securities are used and applied as provided in this Agreement. <br />SECTION 5. REINVESTMENT. <br />(a) Except as provided in Section 3 and in this Section, the Escrow Holder shall have no <br />power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose <br />of or make substitutions of the Federal Securities held hereunder. <br />(b) At the written request of the Issuer and upon compliance with the conditions hereinafter <br />stated, the Escrow [-folder shall sell, transfer or otherwise dispose of any of the Federal Securities <br />acquired hereunder and shall substitute other Federal Securities and reinvest any excess receipts in <br />Federal Securities. The Issuer will not request the Escrow Holder to exercise any of the powers <br />described in the preceding sentence in any manner which, will cause interest on the Bonds to be <br />included in the gross income of the holders thereof for purposes of Federal income taxation. The <br />transactions may be effected only if (i) an independent certified public accountant selected by the. <br />