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the same may be amended, to the extent such amendments apply to the Refunded Bonds or the <br /> Bonds). <br /> The Refunding Trustee agrees to such substitution and withdrawal if the conditions <br /> precedent thereto contained in the Bond Ordinance are met, provided, that the required legal <br /> opinion shall be from nationally-recognized bond counsel. <br /> Section 6. Reinvestment of Proceeds of Acquired Obligations. The proceeds (principal <br /> and interest) and reinvestment proceeds of any Government Obligations or Substitute Obligations <br /> that are not immediately needed to make any required payment as described in Section 2 of this <br /> Agreement shall be reinvested by the Refunding Trustee on the date of receipt for the benefit of <br /> the City and the holders and owners of the Refunded Bonds, as follows: <br /> (a) Such proceeds and reinvestment proceeds shall be reinvested only in direct <br /> noncallable obligations of the United States or non-callable obligations unconditionally guaranteed <br /> by the United States ("Open Markets") purchased at prevailing market prices and for which there <br /> is an established market, or non-callable United States Treasury Certificates, Notes and Bonds-- <br /> State and Local Government Series ("SLGs"), bearing a yield not in excess of 4.551781%; <br /> provided, however, if the Refunding Trustee obtains an opinion from bond counsel that such yield <br /> will not cause interest on the Refunded Bonds or the Bonds to be taxable, the Refunding Trustee <br /> may invest in Open Markets or in SLGs bearing a yield in excess of 4.551781%. <br /> (b) The obligations in which such proceeds are reinvested shall mature not <br /> later than the date the principal thereof and interest thereon are needed to make any required <br /> payment as described in Section 2 of this Agreement and as shown in the then applicable <br /> independent certified public accountant escrow verification. <br /> (c) If such proceeds, together with other moneys on hand in the Advance <br /> Refunding Account, are insufficient to reinvest in the smallest denomination of such obligations or <br /> are required sooner than the shortest maturity of such obligations, such proceeds shall be <br /> converted to cash and retained in the trust in the Advance Refunding Account until needed to <br /> A-6 DOTOBM.DOC 94!01/19 <br />