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Section 5.02. Except as provided in Section 5.04 hereof, all of the rights, powers, duties <br /> and obligations of the City hereunder shall be irrevocable and shall not be subject to amendment <br /> by the City and shall be binding on any successor to the officials now comprising the Council <br /> during the term of this Agreement. <br /> Section 5.03. Except as provided in Section 5.04 hereof, all of the rights, powers, duties <br /> and obligations of the Treasurer hereunder shall be irrevocable and shall not be subject to <br /> amendment by the Treasurer and shall be binding on any successor to said official now in office <br /> during the term of this Agreement. <br /> Section 5.04. This Agreement may be amended or supplemented, and the Government <br /> Securities or any portion thereof may be sold, redeemed, invested or reinvested, in any manner <br /> provided (any such amendment, supplement, or direction to sell, redeem, invest or reinvest to be <br /> referred to as a "Subsequent Action"), upon submission to the Escrow Agent of each of the <br /> following: <br /> (1) Certified copy of proceedings of the Council authorizing the Subsequent <br /> Action and copy of the document effecting the Subsequent Action signed by duly <br /> designated officers of the City. <br /> (2) An opinion of nationally recognized bond counsel or tax counsel nationally <br /> recognized as having an expertise in the area of tax-exempt municipal bonds that the <br /> Subsequent Action has been duly authorized by the Council and does not materially <br /> adversely affect the legal rights of the holders of the Bonds and the Refunded Bonds. <br /> (3) An opinion of a firm of nationally recognized independent certified public <br /> accountants or consultants nationally recognized as having an expertise in the area of <br /> refunding escrows that the amounts(which will consist of cash or deposits on demand held <br /> in trust or receipts from non-callable direct obligations of or non-callable obligations <br /> guaranteed by the full faith and credit of the United States of America, all of which shall <br /> ExxiBiT A <br /> -8- <br />