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the City, and (ii) shall not affect the tax-exempt status of the <br /> 1992 Bonds or Refunded 1988 Bonds . <br /> The City reserves the right to substitute other securities <br /> for the Acquired Obligations in the event it may do so pursuant <br /> to Section 148 of the federal Internal Revenue Code of 1986 and <br /> applicable regulations thereunder, upon compliance with the <br /> following conditions : <br /> (a) The securities to be substituted are direct <br /> noncallable obligations of the United States of America. <br /> (b) The City obtains a verification by a certified <br /> public accounting firm which shall be satisfactory to bond <br /> 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 <br /> Acquired Obligations for which they are substituted, and to <br /> provide, together with Acquired Obligations and cash remaining, <br /> for the payment of the amounts specified in Section 2, items <br /> (a) and (b) above . <br /> (c) The City obtains an opinion from bond counsel that <br /> such substitution (i) is permitted under Section of Ordinance <br /> No . 1433-88 of the City, and (ii) shall not affect the tax-exempt <br /> status of the 1992 Bonds or Refunded 1988 Bonds . <br /> The Refunding Trustee agrees to such substitution and <br /> withdrawal if the conditions precedent thereto contained in the <br /> Bond Ordinance are met, provided, that the required legal opinion <br /> shall be from nationally-recognized bond counsel . <br /> B-7 FWW003.DOC 92/09,21 <br />