principal
of, premium, if any, and interest on the 2005 Series A Bonds or any other amount
payable from the Bond Fund when due or upon any required disbursement from the
Rebate Fund, respectively.
The Trustee will not be liable for any investment
loss (including any loss upon a sale of any investment) or any fee, tax or other
charge in respect of any investments, reinvestments or any liquidation of
investments made pursuant to this Agreement or the Indenture.
The Rebate Fund
shall never be commingled with any other fund or account.
12
Section 4.4.
Special Arbitrage Certifications.
(A)
COMPANY COVENANTS AND AGREES THAT IT, WILL NOT TAKE, AUTHORIZE OR
PERMIT ANY ACTION TO BE TAKEN AND HAS NOT TAKEN OR AUTHORIZED OR PERMITTED ANY
ACTION TO BE TAKEN WHICH RESULTS OR WOULD RESULT IN INTEREST PAID ON ANY OF THE
2005 SERIES A BONDS BEING INCLUDED IN GROSS INCOME OF ANY OWNER THEREOF FOR
PURPOSES OF FEDERAL INCOME TAXATION (OTHER THAN AN OWNER WHO IS A "SUBSTANTIAL
USER" OF THE PROJECT OR A "RELATED PERSON" WITHIN THE MEANING OF SECTION 147(A)
OF THE CODE) OR ADVERSELY AFFECTS THE VALIDITY OF THE 2005 SERIES A BONDS.
(B)
COMPANY WARRANTS, REPRESENTS AND CERTIFIES TO ISSUER THAT THE
PROCEEDS OF THE 2005 SERIES A BONDS WILL NOT BE USED IN ANY MANNER THAT WOULD
CAUSE THE 2005 SERIES A BONDS TO BE "ARBITRAGE BONDS" UNDER SECTIONS 103(B)(2)
AND 148 AND OTHER APPLICABLE SECTIONS OF THE CODE.
TO THE BEST KNOWLEDGE AND
BELIEF OF COMPANY, THERE ARE NO FACTS, ESTIMATES OR CIRCUMSTANCES THAT WOULD
MATERIALLY CHANGE THE FOREGOING CONCLUSION.
(C)
COMPANY HEREBY COVENANTS THAT IT WILL AT ALL TIMES COMPLY AND
CAUSE ISSUER TO COMPLY WITH THE PROVISIONS OF SECTION 148 AND OTHER APPLICABLE
SECTIONS OF THE CODE AND WILL RESTRICT THE USE OF THE PROCEEDS OF THE 2005
SERIES A BONDS, IN SUCH MANNER AND TO SUCH EXTENT, IF ANY, AS MAY BE NECESSARY,
AND REMIT EXCESS EARNINGS WITH RESPECT TO ALL OF THE 2005 SERIES A BONDS, IF
ANY, TO THE UNITED STATES OF AMERICA PURSUANT TO SECTION 148(F)(2) OF THE CODE
AND CARRY OUT SUCH ACTIONS SO THAT THE 2005 SERIES A BONDS WILL NOT CONSTITUTE
"ARBITRAGE BONDS" UNDER SECTIONS 103(B)(2) AND 148 OF THE CODE.
AN OFFICER OR
OFFICERS OF ISSUER HAVING RESPONSIBILITY WITH RESPECT TO THE ISSUANCE OF THE
2005 SERIES A BONDS IS OR ARE HEREBY AUTHORIZED AND DIRECTED TO GIVE AN
APPROPRIATE CERTIFICATE OF ISSUER, FOR INCLUSION IN THE TRANSCRIPT OF
PROCEEDINGS FOR THE 2005 SERIES A BONDS, SETTING FORTH THE REASONABLE
EXPECTATIONS OF ISSUER REGARDING THE AMOUNT AND USE OF THE PROCEEDS OF THE 2005
SERIES A BONDS AND THE FACTS, ESTIMATES AND CIRCUMSTANCES ON WHICH THEY ARE
BASED AND RELATED MATTERS, ALL AS OF THE DATE OF DELIVERY OF AND PAYMENT FOR THE
2005 SERIES A BONDS PURSUANT TO SAID SECTION 148 OF THE CODE.
COMPANY SHALL
PROVIDE THE ISSUER, AND ISSUER'S CERTIFICATE MAY BE EXPRESSLY BASED ON, A
CERTIFICATE OF COMPANY SETTING