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(W with Exhibit A . Reinvestment by the Trustee of proceeds <br /> received upon maturity of the Investment Securities will be <br /> permitted only so long as such reinvestment does not result in <br /> a violation of Section 103 of the Internal Revenue Code of 1954 <br /> and the Treasury Regulations promulgated thereunder dealing <br /> with "arbitrage bonds. " <br /> 4 . The Trustee agrees to pay from time to time the <br /> required amounts out of the Trust Fund to the respective <br /> trustees and paying agents for the Previous Bonds , to be <br /> applied by the respective trustees and paying agents to the <br /> payment of interest on and principal of the Previous Bonds and <br /> for the trustee' s and paying agent' s fees, as the same become <br /> due and payable. After payment or provision for payment of all <br /> (W amounts set forth above , any excess funds shall be paid or <br /> transferred to the City for the benefit of the Batesville <br /> Utilities Commission. <br /> 5 . At the written request of the City and upon compliance <br /> with conditions hereinafter stated, the Trustee shall have the <br /> power to sell , transfer or request the redemption or otherwise <br /> dispose of the Investment Securities and substitute therefor <br /> other Government Securities which are available for purchase <br /> with the proceeds derived from such disposition on the date of <br /> such transaction . The foregoing may be effected only upon the <br /> satisfaction of the following conditions: <br /> ( i ) the amounts and dates on which the <br /> anticipated transfers from the Trust Fund to the <br /> paying agents for the payment of the principal of and <br /> interest on the Previous Bonds will not be diminished <br /> or postponed thereby, <br /> ( ii) The Trustee shall receive the unqualified <br /> opinion of nationally recognized municipal bond <br /> attorneys to the effect that such disposition and <br /> substitution shall not cause any of the Bonds to be <br /> an " arbitrage bond" within the meaning of Section <br /> 103 ( c) of the Internal Revenue Code of 1954 , as <br /> 3 <br />