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<br />. <br />. <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />"arbitrage bonds" within the meaning of Section 103 (c) of <br /> <br />the Internal Revenue Code of 1954, as amended, and the <br /> <br />applicable regulations thereunder in effect on the date of <br /> <br />such investment, or otherwise make the interest on the <br /> <br />Refunded Bonds or the Bonds subject to federal income <br /> <br />taxation and (b) that such sale and purchase complies with <br /> <br />the Constitution and laws of the State of California and <br /> <br />with all relevant documents relating to the issuance of the <br /> <br />Refunded Bonds and the Bonds and (ii) a letter of <br /> <br />instructions regarding the reinvestment of the proceeds of <br /> <br />such substitute securities as the same become available, <br /> <br />Any net proceeds of such sale and purchase of securities <br /> <br />not required to be retained in the Escrow Fund to meet the debt <br /> <br />service requirements of the Refunded Bonds (such determination <br /> <br />to be made by an independent certified public accountant) <br /> <br />shall, at the written direction of the Agency, be delivered to <br /> <br />the Agency by the Escrow Bank. <br /> <br />Section 7. <br /> <br />In consideration of the services rendered by <br /> <br />the Escrow Bank under this Agreement, the Agency agrees to and <br /> <br />shall pay to the Escrow Bank its proper fees and expenses in <br /> <br />accordance with an agreement therefor reached by the Escrow <br /> <br />Bank and the Agency, including all reasonable expenses, <br /> <br />charges, counsel fees and other disbursements incurred by it or <br /> <br />by its attorneys, agents and employees in and about the <br /> <br />performance of their powers and duties hereunder, from any <br /> <br />05-12-86 <br />l677k/2281/06 <br /> <br />-6- <br />