2001 - 10-01-01 Regular Meeting - Laserfiche WebLink

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uC0( l~ P GE U-3 G! substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations acquired hereunder except as, provided in this Agreement. 5. Substituted Government Obligations. Except as otherwise expressly provided in paragraphs 3, 4 and 6 hereof and this paragraph 5, the Escrow Agent shall have no power or duty to invest any moneys held hereunder or. to make substitutions of the non-callable Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations acquired hereunder, or to pay interest on any such moneys not required to be invested hereunder; provided, however, that at the written direction of the Finance Officer of the County and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer, or otherwise dispose of the Government Obligations acquired hereunder, to substitute therefor other Government Obligations and to release excess cash from the 2001 Refunding Bonds Escrow Account and pay such cash to the County. The Escrow Agent shall purchase such substitute Government Obligations and shall pay such excess cash to the County with the proceeds derived from the sale, transfer or disposition of the Government Obligations. The substitution of Government Obligations described. above and the payment of such excess cash to the County may be effected only if (i) the moneys and Government Obligations on deposit immediately after such substitution will be sufficient to meet or exceed the amount required to pay and refund the Refunded Bonds as hereinbefore provided, (ii) the County and the Escrow Agent shall receive, at the expense of the County, and may rely conclusively upon, a verification of an independent certified public accountant or firm of independent certified public accountants designated by the County and not unacceptable to the Escrow Agent that the moneys and Government Obligations on deposit immediately after such substitution or release of cash will be sufficient to meet or exceed the amount required to pay and refund the Refunded Bonds as hereinbefore provided without any reinvestment and (iii) the Escrow Agent shall receive an opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., or other nationally recognized bond counsel to the effect that the substitution and payment of excess cash . to the County will not cause any of the Refunding Bonds to be an "arbitrage bond" within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 6. Deposit of Amounts Received. The Escrow Agent shall deposit, as received, to the credit of the 2001 Refunding Bonds Escrow Account, all maturing principal of and interest on the Government Obligations purchased with the moneys deposited in the 2001 Refunding Bonds Escrow Account. The Escrow Agent shall invest in the Fidelity Institutional Cash Portfolio (Treasury Fund) amounts in the Expense Account until such time as such amounts are needed for payment of expenses as provided herein. 7. Transfers from Accounts for Payment of Refunded Bonds and Expenses. (a) The Escrow Agent on behalf of the County and without further authorization and direction; unless the County shall otherwise direct in writing, shall, on or immediately prior to each interest or principal payment date for the Refunded Bonds, transfer from cash on hand to The Depository Trust Company, New York, New York, amounts sufficient 17