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such transfer will be sufficient to effect the advance refunding of the Refunded 1988 Bonds as set <br /> forth herein and in Section 14 of the Bond Ordinance; and <br /> (b) an opinion from bond counsel that such transfer (i) is permitted under <br /> Section 10 of Ordinance No. 1433-85 of the City, and (ii) shall not affect the tax-exempt status of <br /> the 1993 Bonds or Refunded 1988 Bonds. <br /> The City reserves the right to substitute other securities for the Acquired Obligations in <br /> the event it may do so pursuant to Section 148 of the federal Internal Revenue Code of 1986 and <br /> applicable regulations thereunder, upon compliance with the following conditions: <br /> (a) The securities to be substituted are direct noncallable obligations of the <br /> United States of America. <br /> (b) The City obtains a verification by a certified public accounting firm which <br /> shall be satisfactory to bond counsel and the City that such securities bear such interest and <br /> mature at such times and in such amounts as to fully replace the Acquired Obligations for which <br /> they are substituted, and to provide, together with Acquired Obligations and cash remaining, for <br /> the payment of the amounts specified in Section 2, items (a) and (b) above. <br /> (c) The City obtains an opinion from bond counsel that such substitution (i) is <br /> permitted under Ordinance No. 1433-88 of the City, and (ii) shall not affect the tax-exempt status <br /> of the 1993 Bonds or Refunded 1988 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 SLGS which are not needed within five (5) <br /> business days of the receipt thereof to make any required payment as described in Section 2 of <br /> this Agreement shall be reinvested by the Refunding Trustee on the date of receipt for the benefit <br /> of the City and the holders and owners of the Refunded 1988 Bonds, as follows: <br /> A-5 FWW04EDOC 93/10/26 <br />