83-47 AUTHORIZING AND DIRECTING THE EXECUTION OF AN ESCROW AGREEMENT

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and copy of the document effecting the Subsequent Action signed by duly designated officers of the Municipality. ( 2) An opinion of nationally recognized bond counsel or tax counsel nationally recognized as having an expertise in the area of tax-exempt municipal bonds that the Subsequent Action will not cause the Bonds or Prior Bonds to become taxable under the laws of the United States of America providing for taxation of income nor violate the covenants of the Municipality not to cause the Bonds or Prior Bonds to become "arbitrage bonds" under Section 103( c ) of the Internal Revenue Code of 1954 , and that the Subsequent Action does not materially adversely affect the legal rights of the holders of the Bonds and Prior Bonds . ( 3) An opinion of a firm of nationally recognized in- dependent certified public accountants that the funds available or to be available for payment of the Prior Bonds will remain sufficient to pay when due all principal and interest on the Prior Bonds after the taking of the Subsequent Action. Section 5 .02. Except as provided in Section 5.01 hereof, all of the rights, powers, duties and obligations of the Escrow Agent hereunder shall be irrevocable and shall not be sub�ect to amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent during the term of this Agreement . Section 5. 03. Except as provided in Section 5. 01 hereof, all of the rights, powers , duties and obligations of the Municipality hereunder shall be irrevocable and shall not be sub�ect to amendment by the Municipality and shall be binding on any successor to the EAl 6