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Party and as liquidated damages from First Party to Second Party if First Party fails or refuse to make the volume of conversions hereinabove provided for, and (2) for return tq First Party if First Party completes its guaranteed volume of conversions, said deposit to be subject to interim return to First Party in ratable amounts as partial conversions are effected or if'Sec Party is unable to make delivery of Refunding Bonds; PROVIDED, further, it is agreed that said Trustee Bank shall accept as evidence in this regard a certificate of the Escrow Bank (here- inabove provided for).reciting the par amount of Refunding Bonds originally deposited with,it. for conversion purposes, the date of instructions covering such deposit (Deposit Instructions shall bear a date f'irom which the performance schedule can be calculated and a copy thereof executed on behalf of Second Part and authenticated by First Party, shall be delivered to the Trustee Bank), and the par value of Refunding Bonds remaining on deposit with it for conversion as of the date named in the certificate, which said date shall conform to the conversion schedule hereinabove specifically set forth; PROVIDED, further, that First Party shall have a fixed and continuous right to complete its employment undertaking in accordance with the schedules hereinabove in (1), (2), and (3) of this section set forth, if it sucessively meets the conversion schedules guaranteed in (1)9 (2), and (3) of (A) of this Section, however, at any time subsequent to the date.determined under (1) of (A) of this Section, Second Party shall have a right to rescind or cancel any uncompleted portion of this contract of employment upon sixty (64) days notice in writing to First Party, but, in that event, a calculation shall be made as to the interest -due to maturity on the Original Bonds retired hereunder and the interest due to maturity on the Refunding Bonds issued in lieu thereof and, as a condition precedent to the rescission or cancellation, Second Party shall cause to be paid to First Party a sum equal to such portion of the interest differential as may be necessary to pay the First Party the sum it would have received if the contract of.employment-had been fully completed and had not been rescinded or cancelled; (B) That, in order for First Party to be able to supply necessary information to inquiring bandhblders, Second Party does hereby agree it will permit First Party to. have access to all information regarding its financial affairs; (C) That any taxes heretofore levied for Original Bonds, as and when they are not needed for payment thereon because of conversion hereunder, shall be paid into the Interest and Sinking Fund Account of the Refunding Bonds issued in lieu thereof and as a fund in addition to the sums hereinabove provided to be appropriated annually for the Refunding Bonds and shall be used in the manner in which said Interest and Sinking Funds for Refunding Bonds are hereinabove provided to be used; (D) That, at any time Second Party may be so requested by First Party, such of said Refunding Bonds (any'part-or.all•) as may be sold under the law shall be offered for sale in the ._4N' manner provided by law, such sale•to be for the purpose of providing funds with which to call for payment any of the Original Bonds which may be callable or with'which to pay such of the Original Bonds as the owners thereof have agreed in writing to accept payment before maturity; I and, if a bid of par and interest, or better, is obtained for such Refunding. Bonds so offered, it shall be considered that, to the extent of the par amount of Refunding Bonds for which such bid is received, such bid shall be considered as standing in lieu of an actual conversion of an equal par amount of Original Bonds for Refunding Bonds in determining the amount First Party is entitled to be paid for se"ices hereunder; PROVIDED, however, that if any lower bid is reeeivei which the Board of County Commissioners of Second Party desires to accept, and does so accept, then, and in that event, such bid so accepted shall be considered as standing in lieu of an actual conversion of an equal par amount of Original Bonds for Refunding Bonds in determlinjig_: the amount First Party is entitled to be paid for services hereunder. J 1 1